Petroleum Africa
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Monday, August 25, 2014
Oil service firm Weatherford International has been the object of an unsolicited “mini-tender”. The company received notification of an offer by TRC Capital Corp. to purchase up to 5 million shares, or approximately 0.65%, of the outstanding ordinary shares of Weatherford at $21.15 per share. TRC Capital’s offer is approximately 4.3% below Weatherford’s closing price of $22.10 on August 18, 2014, the day before the offer commenced.
The offer has not been endorsed by Weatherford and the company recommends that shareholders reject the offer. Weatherford recommends that shareholders who have not responded to TRC Capital reject the offer by taking no action because the offer is at a price below the current market price for Weatherford shares and is subject to numerous conditions, including any decrease in the market price of Weatherford’s shares and the ability of TRC Capital to obtain financing on satisfactory terms.
For those shareholders that have already tendered their acceptance to the offer, Weatherford recommends withdrawing their shares by providing the written notice described in the offering documents prior to the time of expiration stated in the offer, which is 12:01 a.m., “New York City time,” September 18, 2014.
According to Weatherford, TRC Capital has made many similar “mini-tender” offers for shares of other companies. Mini-tenders are third-party offers that seek to acquire less than 5% of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the SEC that apply to offers for more than 5% of a company’s outstanding shares.
Weatherford urges shareholders to obtain current market quotations for their shares, review the conditions to the offer, and consult with their broker or financial adviser. Weatherford is not associated with TRC Capital, this mini-tender offer or the offer documentation.
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