Barrick Recommends Shareholders Reject TRC Capital’s Below-Market “Mini-Tender” Offer for Common Shares

Rhea-AI Summary

Barrick Gold (NYSE:GOLD)(TSX:ABX) has received notice of an unsolicited mini-tender offer from TRC Capital Investment to purchase up to 5,000,000 of Barrick's common shares at C$21.35 per share, which is approximately 0.29% of Barrick's outstanding shares.

Barrick does not endorse this unsolicited offer and recommends shareholders do not tender their shares to TRC Capital's offer, as it is below market price. The offer price represents a discount of approximately 4.52% and 4.38% to the closing prices on the Toronto Stock Exchange and New York Stock Exchange, respectively, on January 7, 2025.

TRC Capital has made similar unsolicited mini-tender offers for other companies. Mini-tender offers avoid investor protections required by Canadian and U.S. securities laws. The Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) advise caution with such offers. The SEC has issued tips for investors regarding mini-tender offers, which can be found on their website. The CSA's guidance on mini-tenders is available on the Ontario Securities Commission website.

Barrick shareholders are urged to obtain current market quotations, consult with their broker or financial advisor, and exercise caution. Shareholders who have already tendered their shares can withdraw them before 11:59 p.m. (Toronto time) on February 6, 2025, by following the procedures in TRC Capital's offer documents.

Positive

• None.

Negative

• TRC Capital's offer price is approximately 4.52% and 4.38% below market prices on the Toronto and New York Stock Exchanges, respectively.
• The mini-tender offer avoids investor protections such as disclosure and procedural requirements under Canadian and U.S. securities laws.

Insights

Securities Law Expert

This hostile mini-tender offer from TRC Capital represents a calculated attempt to acquire Barrick shares at a 4.52% discount to market price, exploiting regulatory gaps in tender offer requirements. The offer for 5,000,000 shares (0.29% of outstanding shares) at C$21.35 per share deliberately falls below regulatory thresholds that would trigger more stringent disclosure and procedural requirements.

Mini-tender offers like this operate in a regulatory gray area by targeting less than 5% of outstanding shares, thereby avoiding the robust investor protections that apply to larger tender offers. TRC Capital's strategy aligns with their historical pattern of making similar below-market offers to shareholders of other public companies, banking on investor confusion and lack of market price awareness.

The dual warnings from both the CSA and SEC highlight the predatory nature of these offers. For context, legitimate tender offers typically come with a premium to market price to incentivize shareholders, not a discount. This attempt to acquire shares below market value while circumventing standard investor protections raises significant red flags from a securities law perspective.

Financial Analyst

The financial implications of this mini-tender offer are concerning. At C$21.35 per share, TRC Capital is attempting to secure Barrick shares at a 4.52% discount to the TSX closing price and 4.38% discount to NYSE closing price as of January 7. This represents a potential value extraction of approximately C$5 million from shareholders who might unknowingly tender their shares below market value.

Think of this as someone offering to buy your house for 95 cents on the dollar when you could easily sell it at full market price through normal channels. The timing of this offer, amid volatile gold markets, appears opportunistic. The February 6, 2025 deadline creates artificial time pressure on shareholders to make decisions without proper market evaluation.

For retail investors particularly, it's important to understand that accepting this offer would mean leaving money on the table unnecessarily. The current market provides better execution prices through normal trading channels and there's no strategic benefit to tendering shares at a discount.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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TORONTO, Jan. 13, 2025 (GLOBE NEWSWIRE) -- Barrick Gold Corporation (NYSE:GOLD)(TSX:ABX) has received notice of an unsolicited mini-tender offer made by TRC Capital Investment Corporation (TRC Capital) to purchase up to 5,000,000 of Barrick’s common shares, representing approximately 0.29% of Barrick’s outstanding common shares, at a below-market price of C$21.35 per share. Barrick does not endorse this unsolicited offer, is not in any way affiliated or associated with TRC Capital or its offer, and recommends that shareholders do not tender their shares to this unsolicited mini-tender offer.

Barrick cautions shareholders that the mini-tender offer has been made at a price below market price for the Barrick common shares. TRC Capital's unsolicited below-market offer price of C$21.35 per share represents a discount of approximately 4.52% and 4.38%, respectively, to the closing price of the Barrick common shares on the Toronto Stock Exchange and the New York Stock Exchange on January 7, 2025, the last trading day before the mini-tender offer was commenced.

TRC Capital has made several similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to avoid investor protections such as disclosure and procedural requirements applicable to most take-over bids and tender offers under Canadian and U.S. securities laws. Both Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) recommend that investors exercise caution with mini-tender offers and have expressed serious concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.

The SEC has issued "tips for Investors" regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's advisory may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.

The CSA's long-standing guidance on mini-tenders can be found on the Ontario Securities Commission website at www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.

Brokers, dealers and other market participants are encouraged to exercise caution and review the letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC website at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Barrick shareholders are urged to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's unsolicited offer. According to TRC Capital's offer documents, Barrick shareholders who have already tendered their shares can withdraw their shares at any time before 11:59 p.m. (Toronto time) on February 6, 2025 by following the procedures set forth in TRC Capital's offer documents.

Barrick requests that a copy of this news release be included in any distribution to Barrick shareholders of materials relating to TRC Capital's mini-tender offer for Barrick common shares.

Barrick enquiries
Investor and media relations
Kathy du Plessis
+44 20 7557 7738
Email: barrick@dpapr.com
Website: www.barrick.com

FAQ

What is the unsolicited mini-tender offer from TRC Capital for Barrick Gold (GOLD) shares?

TRC Capital made an unsolicited mini-tender offer to purchase up to 5,000,000 Barrick Gold common shares at C$21.35 per share, representing approximately 0.29% of Barrick's outstanding shares.

Why does Barrick Gold (GOLD) recommend rejecting TRC Capital's mini-tender offer?

Barrick Gold recommends rejecting the offer because it is below market price, representing a discount of approximately 4.52% on the Toronto Stock Exchange and 4.38% on the New York Stock Exchange.

How does TRC Capital's mini-tender offer for Barrick Gold (GOLD) shares compare to the market price?

The offer price of C$21.35 per share is approximately 4.52% and 4.38% below the closing prices on the Toronto Stock Exchange and New York Stock Exchange, respectively, on January 7, 2025.

What should Barrick Gold (GOLD) shareholders do if they have already tendered their shares to TRC Capital's offer?

Shareholders who have already tendered their shares can withdraw them at any time before 11:59 p.m. (Toronto time) on February 6, 2025, by following the procedures in TRC Capital's offer documents.

What are mini-tender offers and why should investors be cautious?

Mini-tender offers are designed to avoid investor protections like disclosure and procedural requirements applicable to most take-over bids. The CSA and SEC advise caution as these offers are often made at below-market prices.

Where can Barrick Gold (GOLD) shareholders find more information about mini-tender offers?

Shareholders can find more information on the SEC website under 'tips for investors' and on the Ontario Securities Commission website for CSA's guidance on mini-tenders.