NVIDIA Responds to TRC Capital’s ‘Mini-Tender’ Offer

Rhea-AI Summary

NVIDIA has announced its response to an unsolicited 'mini-tender' offer from TRC Capital Investment (TRC). The offer, dated January 21, 2025, proposes to purchase up to 1,000,000 shares of NVIDIA's common stock at $131.50 per share in cash, representing less than 0.01% of NVIDIA's outstanding common stock.

The offer is subject to conditions, including that NVIDIA's stock price must not decrease more than 5% from the January 21, 2025 closing price. Set to expire on February 20, 2025, the offer may be extended or terminated by TRC before the expiration date.

NVIDIA has maintained a neutral stance on the offer, explicitly stating it is not affiliated with TRC and does not endorse the offer or its documentation. The company advises shareholders to check current market quotations, consult financial advisors, and exercise caution regarding the offer.

Positive

• None.

Negative

• Unsolicited mini-tender offer at potential discount to market price
• Company explicitly distances itself from the offer
• Offer could create uncertainty among shareholders

Insights

Securities Law Expert

This alert from NVIDIA represents a important investor protection measure against a potentially predatory mini-tender offer. TRC Capital is known in financial circles for repeatedly launching these below-market mini-tender offers, targeting unsophisticated investors who might confuse them with premium-priced traditional tender offers.

The key red flags in this offer include:

• The sub-5% threshold deliberately chosen to avoid SEC's comprehensive disclosure requirements
• The unusual timing and conditional nature of the offer
• NVIDIA's explicit non-endorsement and neutral stance, which is standard practice for legitimate companies facing mini-tenders

Historically, mini-tender offers have been used to acquire shares at discount prices from investors who may not fully understand the terms or may confuse these with traditional tender offers that typically come with a premium. The SEC's specific guidance on mini-tenders and NVIDIA's proactive communication demonstrate the seriousness of this investor protection issue.

Corporate Finance Analyst

The mechanics of this mini-tender offer reveal several strategic elements worth noting. TRC Capital's offer for 1 million shares represents an exceptionally small fraction of NVIDIA's market capitalization, yet it's structured to potentially capitalize on market inefficiencies and investor confusion.

The offer's conditional clause regarding stock price movements is particularly noteworthy - it gives TRC significant optionality while limiting their downside risk. This structure allows them to potentially profit from both price volatility and information asymmetry in the market.

From a corporate finance perspective, NVIDIA's neutral stance is strategically sound, as actively opposing such offers could inadvertently legitimize them or create unnecessary market attention. The company's approach of providing factual information while directing shareholders to market quotations and professional advisors aligns with best practices in corporate governance.

SANTA CLARA, Calif., Feb. 04, 2025 (GLOBE NEWSWIRE) -- NVIDIA has received notice of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (TRC) dated January 21, 2025, to purchase up to 1,000,000 shares of NVIDIA’s common stock at a price of $131.50 per share in cash. The offer represents less than 0.01% of NVIDIA’s outstanding common stock.

The closing of TRC’s offer is conditioned on, among other things, the trading price per share of NVIDIA’s common stock not decreasing more than 5% from the closing price per share on January 21, 2025, unless waived by TRC prior to expiration of the offer.

TRC’s offer is currently scheduled to expire one minute after 11:59 p.m., New York City time, on February 20, 2025. TRC may extend the offer, or terminate it, before the expiration date.

NVIDIA is not affiliated with TRC and does not endorse the offer documentation or the offer itself.  NVIDIA expresses no opinion and is neutral on TRC’s offer and encourages shareholders to obtain current market quotations for their shares of NVIDIA common stock, consult with their brokers or financial advisors, and exercise caution with respect to TRC’s offer.

A mini-tender offer is an offer for less than 5% of a company’s shares. It is not subject to the disclosure and procedural requirements required by the U.S. Securities and Exchange Commission (SEC) for larger tender offers. The SEC’s guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

NVIDIA requests that a copy of this news release be included with all distributions of materials relating to TRC’s mini-tender offer.

About NVIDIA
NVIDIA (NASDAQ: NVDA) is the world leader in accelerated computing.

Stewart Stecker
Investor Relations
sstecker@nvidia.com

Mylene Mangalindan
Corporate Communications
press@nvidia.com

© 2025 NVIDIA Corporation. All rights reserved. NVIDIA and the NVIDIA logo are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and other countries. 

FAQ

What is TRC Capital's offer price for NVIDIA (NVDA) shares in their mini-tender offer?

TRC Capital is offering to purchase NVIDIA shares at $131.50 per share in cash.

How many NVIDIA (NVDA) shares is TRC Capital attempting to purchase?

TRC Capital is attempting to purchase up to 1,000,000 shares of NVIDIA's common stock, representing less than 0.01% of outstanding shares.

When does TRC Capital's mini-tender offer for NVIDIA (NVDA) expire?

The offer is scheduled to expire one minute after 11:59 p.m., New York City time, on February 20, 2025, unless extended or terminated earlier by TRC.

What is NVIDIA's (NVDA) official position on TRC Capital's mini-tender offer?

NVIDIA maintains a neutral position on the offer, stating it is not affiliated with TRC and does not endorse the offer or its documentation.

What conditions apply to TRC Capital's mini-tender offer for NVIDIA (NVDA)?

The main condition is that NVIDIA's stock price must not decrease more than 5% from the January 21, 2025 closing price, unless waived by TRC.