McCormick Recommends Stockholders Reject "Mini-Tender" Offer by TRC Capital Investment Corporation

Rhea-AI Summary

McCormick & Company (NYSE: MKC) announced it received an unsolicited mini-tender offer from TRC Capital Investment Corporation to buy up to 750,000 shares at $176.38 each, 4.46% below its closing price on November 13, 2020. McCormick advises stockholders not to tender their shares, highlighting that the offer lacks necessary protections of larger tender offers and is below market value. The SEC warns investors about mini-tender offers that may exploit price discrepancies. McCormick emphasizes the importance of consulting brokers for current share prices and exercising caution regarding this unsolicited offer.

Positive

• McCormick actively communicates with shareholders regarding unsolicited offers.
• The company shows commitment to protecting shareholder interests.

Negative

• TRC Capital's offer is below market value, possibly misleading investors.
• The unsolicited mini-tender offer may create uncertainty among shareholders.

HUNT VALLEY, Md., Nov. 25, 2020 /PRNewswire/ -- McCormick & Company, Incorporated (NYSE: MKC), a global leader in flavor, has received notification of an unsolicited mini-tender offer by TRC Capital Investment Corporation to purchase up to 750,000 shares of McCormick common stock non-voting from McCormick stockholders, or approximately 0.60 percent of the company's outstanding common stock non-voting, at a price of $176.38 per share. The offer price was 4.46 percent below the closing price of the company's common stock non-voting on November 13, 2020, the approximate date of commencement of the offer.

McCormick is not associated with TRC Capital or TRC Capital's unsolicited offer and recommends that stockholders do not tender their shares. McCormick does not endorse TRC Capital's offer because it is at a price below the current market price for McCormick's shares and, as a mini-tender offer, it does not provide investors with the same level of protections as provided by larger tender offers under U.S. federal securities laws. McCormick urges stockholders to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC Capital's offer.

Mini-tender offers seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements under U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission (SEC). 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's Investor Tips regarding mini-tender offers may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm. 

McCormick encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

McCormick requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's offer.

About McCormick

McCormick & Company, Incorporated is a global leader in flavor. With over $5 billion in annual sales across 150 countries and territories, we manufacture, market and distribute spices, seasoning mixes, condiments and other flavorful products to the entire food industry including ecommerce channels, grocery, food manufacturers and foodservice businesses. Our most popular brands with trademark registrations include McCormick, French's, Frank's RedHot, Stubb's, OLD BAY, Lawry's, Zatarain's, Ducros, Vahiné, Schwartz, Kamis, Kohinoor, DaQiao, Club House, Aeroplane and Gourmet Garden. Every day, no matter where or what you eat or drink, you can enjoy food flavored by McCormick.

Founded in 1889 and headquartered in Hunt Valley, Maryland USA, McCormick is guided by our principles and committed to our Purpose – To Stand Together for the Future of Flavor. McCormick envisions A World United by Flavor where healthy, sustainable and delicious go hand in hand. To learn more, visit www.mccormickcorporation.com or follow McCormick & Company on Twitter, Instagram and LinkedIn.

For information contact:

Investor Relations:
Kasey Jenkins (410) 771-7140 or kasey_jenkins@mccormick.com

Corporate Communications:
Lori Robinson (410) 527-6004 or lori_robinson@mccormick.com

View original content:http://www.prnewswire.com/news-releases/mccormick-recommends-stockholders-reject-mini-tender-offer-by-trc-capital-investment-corporation-301180814.html

SOURCE McCormick & Company, Inc.

FAQ

What is the mini-tender offer by TRC Capital for McCormick (MKC)?

TRC Capital Investment Corporation made an unsolicited mini-tender offer to purchase 750,000 shares of McCormick stock at $176.38 per share, which is below the market price.

How does McCormick (MKC) recommend shareholders respond to the mini-tender offer?

McCormick recommends that shareholders do not tender their shares in response to TRC Capital's offer.

What risks are associated with mini-tender offers like TRC Capital's for McCormick (MKC)?

Mini-tender offers often provide fewer protections for investors and may be made at below-market prices, which can mislead shareholders.

What did the SEC say about mini-tender offers related to McCormick (MKC)?

The SEC has cautioned investors about mini-tender offers, highlighting that some bidders may offer below-market prices to catch investors off guard.