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US Grocer Kroger Urges Shareholders to Reject TRC Capital "Mini-Tender" Offer
Thursday 20 April 2017

20 April 2017 - US-based grocery store operator The Kroger Co. (NYSE: KR) has received notice of an unsolicited "mini-tender" offer by TRC Capital Corp. (TRC Capital) to purchase up to 4m Kroger common shares at a price of USD 28.70 per share in cash, the company said.

The offering price is 4.24% below the closing price per share of Kroger's common shares on 13 April 2017, the last trading day before the offer was commenced. The offer is for approximately 0.44% of the common shares outstanding.

Kroger said it does not endorse TRC Capital's unsolicited mini-tender offer and recommends that shareholders do not tender their shares because the offer is at a price below the current market price for Kroger's shares and subject to numerous conditions.

Kroger is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

Mini-tender offers seek to acquire less than 5% of a company's shares outstanding. Consequently, they can avoid many disclosure and procedural requirements of US Securities and Exchange Commission rules that apply to offers for more than 5% of a company's shares outstanding.

Every day, the Kroger Family of Companies makes a difference in the lives of eight and a half m customers and 443,000 associates who shop or serve in 2,796 retail food stores under a variety of local banner names in 35 states and the District of Columbia.

Kroger and its subsidiaries operate 2,778 retail food stores, 2,255 pharmacies, 784 convenience stores, 319 fine jewelry stores, 220 retail health clinics, 1,445 supermarket fuel centres and 38 food production plants in the United States.
Date Published: 20/04/2017
Target: The Kroger Co/0.44% stake
Country: USA
Deal Size: 114.8m (USD)
Sector: Wholesale/Retail
Type: Stakebuilding
Financing: Cash
Status: Bidding
Buyer: TRC Capital Corp
Kroger urges shareholders to reject “mini tender offer”