PayPal Recommends Stockholders Reject Mini-tender Offer by TRC Capital Corporation

Rhea-AI Summary

PayPal (NASDAQ: PYPL) has received an unsolicited mini-tender offer from TRC Capital Corporation to buy up to 2,000,000 shares, which is less than 1% of its outstanding stock. The offered price of $71.36 per share is 4.42% below the closing price on February 17, 2023. PayPal advises shareholders not to tender their shares, as the offer is below current market value and contingent on TRC securing financing. Shareholders can withdraw any previously tendered shares before the offer expires on March 22, 2023. PayPal disassociates itself from TRC and warns that the mini-tender offer lacks the full SEC protections due to its size.

Positive

• None.

Negative

• The $71.36 per share offer is 4.42% below the market price, indicating a potential undervaluation of shares.
• The offer is unsolicited and not recommended by PayPal, suggesting possible exploitation of shareholders.
• TRC's offer is not subject to comprehensive SEC regulations, raising caution about investor protections.

SAN JOSE, Calif., Feb. 24, 2023 /PRNewswire/ -- PayPal Holdings, Inc. (NASDAQ: PYPL) has been notified of an unsolicited mini-tender offer by TRC Capital Corporation (TRC) to purchase up to up to 2,000,000 shares of PayPal common stock, representing significantly less than one percent of PayPal's common stock outstanding. The offering price of $71.36 per share is 4.42 percent below the closing price per share of PayPal's common stock on February 17, 2023.

PayPal recommends that stockholders do not tender their shares in response to TRC's offer because the offer is below the current market price of PayPal's shares and is subject to numerous conditions, including TRC Capital Corporation obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied. Stockholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the TRC offering documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. EDT on March 22, 2023, unless extended.

PayPal does not endorse TRC unsolicited mini-tender offer and is not affiliated or associated in any way with TRC, its mini-tender offer, or its mini-tender offer documents.

Because TRC's mini-tender offer is for less than 5% of PayPal's outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. TRC has made similar unsolicited mini-tender offers for stock of other public companies. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at http://www.sec.gov/investor/pubs/minitend.htm.

Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC's mini-tender offer. PayPal requests that a copy of this news release be included with all distributions of materials relating to TRC's mini-tender offer related to PayPal's common stock.

Contacts
Media Relations
mediarelations@paypal.com

Investor Relations
investorrelations@paypal.com

View original content:https://www.prnewswire.com/news-releases/paypal-recommends-stockholders-reject-mini-tender-offer-by-trc-capital-corporation-301755676.html

SOURCE PayPal Holdings, Inc.

FAQ

What is the mini-tender offer from TRC for PayPal (PYPL)?

TRC Capital Corporation has made an unsolicited mini-tender offer to buy up to 2,000,000 shares of PayPal (PYPL) at $71.36 per share, which is below the market price.

Why does PayPal recommend rejecting the mini-tender offer from TRC?

PayPal recommends rejecting the offer because it is below the market price, is unsolicited, and lacks the SEC's required disclosures.

When does the mini-tender offer from TRC expire?

The mini-tender offer from TRC is set to expire at 12:01 a.m. EDT on March 22, 2023.

What are the risks associated with TRC's mini-tender offer for PayPal shareholders?

The risks include the offer being below market price and not meeting full SEC regulations, which may compromise investor protections.