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McCormick Recommends Stockholders Reject "Mini-Tender" Offer by TRC Capital
Friday 27 November 2020

US-based spice company McCormick and Company, Inc. (NYSE: MKC) has received notification of an unsolicited mini-tender offer by Canadian investment firm TRC Capital Investment Corp. to purchase up to 750,000 shares of McCormick common stock non-voting from McCormick stockholders, or approximately 0.60% of the company's outstanding common stock non-voting, at a price of USD 176.38 per sharem, the company said.

The offer price was 4.46 % below the closing price of the company's common stock non-voting on November 13, 2020, the approximate date of commencement of the offer.

McCormick is recommending that stockholders do not tender their shares.

McCormick does not endorse TRC Capital's offer because it is at a price below the current market price for McCormick's shares and, as a mini-tender offer, it does not provide investors with the same level of protections as provided by larger tender offers under US federal securities laws.

Mini-tender offers seek to acquire less than 5% of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements under US federal securities laws and the rules and regulations of the Securities and Exchange Commission.

The SEC has cautioned investors about mini-tender offers, noting that "some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.
Date Published: 27/11/2020