Microsoft responds to TRC Capital's "mini-tender" offer

Rhea-AI Summary

Microsoft (MSFT) has issued a response to an unsolicited 'mini-tender' offer from TRC Capital Investment dated February 21, 2025. TRC is offering to purchase up to 300,000 shares of Microsoft's common stock at $391.00 per share, representing less than 0.01% of Microsoft's outstanding shares.

Microsoft maintains a neutral stance on the offer and is not affiliated with TRC. The company advises shareholders to:

• Obtain current market quotations
• Consult with brokers or financial advisors
• Review offer terms and conditions
• Exercise caution regarding the offer

The offer is set to expire on March 24, 2025. Microsoft highlights that mini-tender offers (less than 5% of shares) lack the same SEC disclosure and procedural requirements as larger tender offers, providing fewer investor protections.

Positive

• None.

Negative

• Unsolicited mini-tender offer could potentially acquire shares below market value
• Offer lacks standard SEC investor protections due to being below 5% threshold

REDMOND, Wash., March 17, 2025 /PRNewswire/ -- Microsoft Corp. has received notice of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation (TRC) dated Feb.21, 2025, to purchase up to 300,000 shares of Microsoft's common stock at a price of $391.00 per share in cash. The offer represents less than 0.01% of Microsoft's outstanding common stock.

Microsoft is not affiliated with TRC and does not endorse the offer documentation or the offer itself. Microsoft expresses no opinion and is neutral on TRC's offer and encourages shareholders to obtain current market quotations for their shares of Microsoft common stock consult with their brokers or financial advisors, to review the terms and conditions of the offer, to consider any changes TRC may make to the terms (including pricing) and conditions, and to exercise caution with respect to TRC's offer. TRC's offer is currently scheduled to expire one minute after 11:59 p.m., New York City time, on March 24, 2025. TRC may extend the offer, or subject to the conditions of the offer, terminate it, before the expiration date.

TRC has made many similar mini-tender offers for shares of other companies. 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. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under U.S. securities laws. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at https://www.sec.gov/about/reports-publications/investorpubsminitend.

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

Microsoft (Nasdaq "MSFT" @microsoft) creates platforms and tools powered by AI to deliver innovative solutions that meet the evolving needs of our customers. The technology company is committed to making AI available broadly and doing so responsibly, with a mission to empower every person and every organization on the planet to achieve more.

View original content to download multimedia:https://www.prnewswire.com/news-releases/microsoft-responds-to-trc-capitals-mini-tender-offer-302403629.html

SOURCE Microsoft Corp.

FAQ

What is TRC Capital's mini-tender offer price for Microsoft (MSFT) shares?

TRC Capital is offering $391.00 per share for Microsoft stock in their February 2025 mini-tender offer.

How many Microsoft (MSFT) shares is TRC Capital attempting to purchase?

TRC Capital is attempting to purchase 300,000 shares, representing less than 0.01% of Microsoft's outstanding common stock.

When does TRC Capital's mini-tender offer for Microsoft (MSFT) expire?

The offer is scheduled to expire one minute after 11:59 p.m., New York City time, on March 24, 2025.

Why are mini-tender offers like TRC's bid for Microsoft (MSFT) considered risky for investors?

Mini-tender offers lack SEC disclosure and procedural requirements that protect investors in larger tender offers, providing fewer safeguards under U.S. securities laws.