Monster Beverage Corporation Recommends Stockholders Reject “Mini-Tender” Offer by TRC Capital Investment Corporation

Rhea-AI Summary

Monster Beverage (NASDAQ: MNST) has issued a warning to stockholders regarding an unsolicited 'mini-tender' offer from TRC Capital Investment TRC is attempting to purchase up to 2,000,000 shares (approximately 0.2%) of Monster's common stock at $52.95 per share, which is 5.1% below the March 10, 2025 closing price of $55.77.

The company strongly recommends shareholders reject this mini-tender offer, emphasizing that it is not associated with TRC or its offer. Mini-tender offers, which target less than 5% of outstanding shares, can bypass many SEC disclosure and procedural requirements designed to protect investors. The SEC has warned that such offers often catch investors off guard, potentially leading to below-market sales.

Positive

• None.

Negative

• Unsolicited mini-tender offer attempts to acquire shares below market value
• Potential risk to shareholder value from predatory buying attempt
• Company faces external pressure from unwanted acquisition attempt

CORONA, Calif., March 14, 2025 (GLOBE NEWSWIRE) -- Monster Beverage Corporation (NASDAQ: MNST) today announced that it has received notice that TRC Capital Investment Corporation (“TRC”) commenced an unsolicited “mini-tender” offer to purchase up to 2,000,000 shares of the Company’s common stock, which represents approximately 0.2% of the Company’s outstanding common stock, at a price of $52.95 per share in cash. TRC’s offer price of $52.95 is approximately 5.1% less than the closing price of $55.77 of the Company’s common stock on March 10, 2025, the last trading day before the date of the offer.

The Company does not endorse TRC’s unsolicited mini-tender offer and recommends that its stockholders reject the offer and do not tender their shares. TRC’s mini-tender offer is at a price below the current market price for the Company’s common stock and is subject to numerous conditions. The Company is not associated in any way with TRC or its mini-tender offer and related documentation.

Mini-tender offers seek to acquire less than 5% of a company’s outstanding shares. Consequently, they can avoid many of the disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules intended for the protection of stockholders, which would apply to offers for more than 5% of a company’s shares.

The SEC has cautioned investors about mini-tender offers, stating that mini-tender offers “have been increasingly used to catch investors off guard” and that investors “may end up selling their securities at below-market prices.” The SEC's guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitend.

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, including monitoring for any amendment by TRC of its offer.

The Company 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 https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

The Company requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer related to shares of the Company’s common stock.

Monster Beverage Corporation

Based in Corona, California, Monster Beverage Corporation is a holding company and conducts no operating business except through its consolidated subsidiaries. The Company’s subsidiaries develop and market energy drinks, including Monster Energy® drinks, Monster Energy Ultra® energy drinks, Juice Monster® Energy + Juice energy drinks, Java Monster® non-carbonated coffee + energy drinks, Monster Killer Brew™ Triple Shot, Rehab® Monster® non-carbonated energy drinks, Monster Energy® Nitro energy drinks, Reign® Total Body Fuel high performance energy drinks, Reign Storm® total wellness energy drinks, NOS® energy drinks, Full Throttle® energy drinks, Bang Energy® drinks, BPM® energy drinks, BU® energy drinks, Burn® energy drinks, Live+® energy drinks, Mother® energy drinks, Nalu® energy drinks, Play® and Power Play® (stylized) energy drinks, Relentless® energy drinks, Samurai® energy drinks, Ultra Energy® drinks, Predator® energy drinks and Fury® energy drinks. The Company’s subsidiaries also develop and market still and sparkling waters under the Monster Tour Water® brand name. The Company’s subsidiaries also develop and market craft beers, flavored malt beverages and hard seltzers under a number of brands, including Jai Alai® IPA, Dale’s Pale Ale®, Dallas Blonde®, Wild Basin® hard seltzers, The Beast™ and Nasty Beast® Hard Tea. For more information visit www.monsterbevcorp.com.

CONTACTS:	Rodney C. Sacks
	Chairman and Co-Chief Executive Officer
	(951) 739-6200
	Hilton H. Schlosberg
	Vice Chairman and Co-Chief Executive Officer
	(951) 739-6200
	Roger S. Pondel / Judy Lin
	PondelWilkinson Inc.
	(310) 279-5980

FAQ

What is the price difference between TRC's mini-tender offer and MNST's market price on March 10, 2025?

TRC's offer of $52.95 per share is 5.1% below MNST's closing price of $55.77 on March 10, 2025.

How many shares of MNST stock is TRC Capital attempting to purchase?

TRC Capital is attempting to purchase 2,000,000 shares, representing approximately 0.2% of Monster Beverage's outstanding common stock.

Why is Monster Beverage (MNST) recommending shareholders reject the mini-tender offer?

MNST recommends rejection because the offer price is below current market value and the offer has numerous conditions, plus it bypasses SEC investor protection requirements.

What are the risks associated with TRC's mini-tender offer for MNST shares?

The main risks include selling shares below market value, fewer investor protections due to bypassing SEC requirements, and potential unexpected conditions in the offer terms.