3M Recommends Rejection of Below-Market ''Mini-Tender'' Offer from TRC Capital Corporation.ST. PAUL St. Paul as a missionary he fearlessly confronts the “perils of waters, of robbers, in the city, in the wilderness.” [N.T.: II Cor. 11:26] See : Bravery , Minn. -- 3M Company (NYSE NYSE See: New York Stock Exchange :MMM MMM Myeloid metaplasia with myelofibrosis, see there ) announced it has learned of an unsolicited "mini-tender" offer made on May 4 by TRC TRC Noun (in South Africa) Truth and Reconciliation Commission: a commission which encourages people who committed human rights abuses or acts of terror during the apartheid era to reveal the truth about their crimes in return for immunity from prosecution Capital Corporation to stockholders to purchase up to 1.25 million of 3M's common shares, which represents approximately 0.16 percent of 3M's shares outstanding. TRC Capital's unsolicited offer price of $82.50 per share was 3.96 percent less than the closing price of 3M's common stock on May 3, 2006, the day prior to the date of the offer. 3M recommends against stockholders tendering their shares in response to this unsolicited mini-tender offer mini-tender offer An offer to purchase less than 5% of a company's stock. Investors are at greater danger in a mini-tender offer because it is not subject to many of the SEC disclosure and procedural protections that apply to traditional tender offers. . Mini-tender offers, such as this one by TRC Capital, avoid many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws. 3M is in no way associated with TRC Capital Corporation, the mini-tender offer or the offer documentation. 3M urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisor and to exercise caution with respect to TRC Capital's offer. The SEC has issued "Investor Tips" regarding mini-tender offers, noting that often in making the offers at below-market prices "bidders 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 web site, at www.sec.gov/investor/pubs/minitend.htm. The Canadian Securities Administration also has issued an advisory titled "Mini-Tender Offers - Watch Out For Mini-Tender Offers Below Market Price!" that can be found at http://www.osc.gov.on.ca/About/NewsReleases/1999/nr_19990927_mini.jsp According to according to prep. 1. As stated or indicated by; on the authority of: according to historians. 2. In keeping with: according to instructions. 3. TRC Capital's offering documents, 3M stockholders who already have tendered their shares may under certain circumstances withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m. EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT on June 5, 2006. 3M refers broker/dealers and other market participants The term market participant is used in United States constitutional law to describe a U.S. State which is acting as a producer or supplier of a marketable good or service. When a state is acting in such a role, it may permissibly discriminate against non-residents. in the dissemination of the offer to the SEC's recommendations to broker/dealers in these circumstances, which can be found on the SEC's Web site at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to Information Memo Number 01-27 issued by the New York Stock Exchange New York Stock Exchange (NYSE) World's largest marketplace for securities. The exchange began as an informal meeting of 24 men in 1792 on what is now Wall Street in New York City. on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found under the "Market Professionals -- Information Memos" tab on the NYSE's website at http://www.nyse.com/. About 3M - A Global, Diversified Technology Company Every day, 3M people find new ways to make amazing a·maze v. a·mazed, a·maz·ing, a·maz·es v.tr. 1. To affect with great wonder; astonish. See Synonyms at surprise. 2. Obsolete To bewilder; perplex. v.intr. things happen. Wherever they are, whatever they do, the company's customers know they can rely on 3M to help make their lives better. 3M's brands include Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Vikuiti. Serving customers in more than 200 countries around the world, the people of 3M use their expertise, technologies and global strength to lead in major markets including consumer and office; display and graphics; electronics and telecommunications; safety, security and protection services; health care; industrial and transportation. For more information, including the latest product and technology news, visit www.3M.com. Scotch, Post-it, Scotchgard, Thinsulate, Scotch-Brite, Filtrete, Command and Vikuiti are trademarks of 3M. |
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