CSX Corp. Recommends Shareholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation

Rhea-AI Summary

CSX Corp. (NASDAQ: CSX) announced it received notice of an unsolicited mini-tender offer from TRC Capital Investment Corporation to acquire up to four million shares at $34.75 each, which is 4.43% below the stock's closing price of $36.34 on March 18, 2022. CSX does not endorse this offer and advises shareholders not to tender their shares, as the offer price is below market value and subject to certain conditions. The expiration of the offer is set for April 20, 2022, at 12:01 a.m. New York City time.

Positive

• None.

Negative

• The offer price of $34.75 per share is 4.43% below the current market price of $36.34.
• CSX does not endorse TRC's unsolicited offer, indicating a lack of confidence in the proposal.

JACKSONVILLE, Fla., March 23, 2022 (GLOBE NEWSWIRE) -- CSX Corp. (NASDAQ: CSX) (“CSX”) announced today that it received notice of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC”) to purchase up to four million shares of CSX common stock at a price of $34.75 per share in cash. The offer price is 4.43% below the $36.34 closing price of CSX common stock on March 18, 2022 the last trading day before the mini-tender commenced.

CSX is not affiliated with TRC and does not endorse TRC’s unsolicited offer.

CSX recommends that CSX shareholders do not tender their shares in response to the offer because the offer is at a price below the current market price for CSX shares. The offer is also subject to a number of conditions, including TRC’s ability to secure sufficient financing to consummate the offer.

CSX also recommends that any shareholders who have tendered shares to TRC withdraw those shares by providing the written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on April 20, 2022.

CSX urges shareholders to obtain current market quotes for their shares, to review the conditions to TRC’s mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to TRC’s mini-tender offer.

Mini-tender offers seek to acquire less than five percent of a company’s outstanding shares. Consequently, these mini-tender offers can avoid disclosure and procedural requirements of U.S. Securities and Exchange Commission, or SEC, rules that apply to offers for more than five percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. The SEC has cautioned investors about mini-tender offers noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC also published investor tips regarding these offers on its website at http://www.sec.gov/investor/pubs/minitend.htm.

CSX encourages brokers and dealers, as well as other market participants, to review the SEC’s Letter to SIA re: Broker-Dealer Mini-Tender Offer Dissemination and Disclosures (sec.gov).

CSX requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer for shares of CSX common stock.

About CSX

CSX, based in Jacksonville, Florida, is a premier transportation company. It provides rail, intermodal and rail-to-truck transload services and solutions to customers across a broad array of markets, including energy, industrial, construction, agricultural, and consumer products. For nearly 200 years, CSX has played a critical role in the nation's economic expansion and industrial development. Its network connects every major metropolitan area in the eastern United States, where nearly two-thirds of the nation's population resides. It also links more than 230 short-line railroads and more than 70 ocean, river and lake ports with major population centers and farming towns alike. More information about CSX Corporation and its subsidiaries is available at www.csx.com.

Contact:
Matthew Korn, CFA, Investor Relations
904-366-4515

Bryan Tucker, Corporate Communications
855-955-6397

FAQ

What is the mini-tender offer made by TRC for CSX shares?

TRC Capital Investment Corporation has made an unsolicited mini-tender offer to purchase up to four million shares of CSX at $34.75 per share.

What does CSX recommend regarding the TRC mini-tender offer?

CSX advises shareholders not to tender their shares in response to TRC's offer due to the lower-than-market offer price.

When does the TRC mini-tender offer expire?

The mini-tender offer is set to expire on April 20, 2022, at 12:01 a.m. New York City time.

Why are mini-tender offers considered risky?

Mini-tender offers can avoid SEC disclosure requirements, offering less protection to investors, and often feature below-market prices.

How can shareholders respond to TRC's mini-tender offer?

Shareholders who have tendered shares can withdraw them by providing written notice before the expiration date.