Apache Recommends Rejection of TRC Capital's 'Mini-Tender' Offer
HOUSTON, March 15, 2013 /PRNewswire/ -- Apache Corporation (NYSE, Nasdaq: APA) has received notification of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to 1.5 million shares, or approximately 0.38 percent, of Apache's outstanding common stock at $72.00 per share, which was 4.65 percent below Apache's closing share price on March 11, 2013, the day prior to the offer.
Apache does not endorse TRC's offer and recommends that shareholders reject the offer and not tender their shares. This mini-tender offer is at a price below the current market price and is subject to numerous conditions. Apache is not associated in any way with TRC, its mini-tender offer or the offer documentation.
TRC may terminate or amend its offer if, among other things, the market price of Apache stock declines, or if TRC fails to obtain financing necessary to consummate the offer.
Apache urges investors to obtain current market quotations for their shares, review the conditions to the offer and consult with their broker or financial advisor.
Apache shareholders who have already tendered are advised that, as described in TRC's Offer to Purchase document, they may withdraw their shares prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. Eastern time on Thursday, April 11, 2013, unless extended.
Mini-tender offers are designed to seek to acquire less than 5 percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission that apply to tender offers for more than 5 percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws. TRC has made similar, unsolicited mini-tender offers for shares of other publicly-traded companies.
On its website, the SEC states that mini-tender offers "have been increasingly used to catch investors off guard. Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers. But they later learn that they cannot withdraw from the offer and may end up selling their securities at below-market prices."
For more information about mini-tenders, please see the SEC website, http://www.sec.gov/investor/pubs/minitend.htm, as well as additional perspective in an information memo from the New York Stock Exchange, found on the NYSE website, http://www.nyse.com/nysenotices/nyse/information-memos/detail?memo_id=01-27.
Apache Corporation is an oil and gas exploration and production company with operations in the United States, Canada, Egypt, the United Kingdom North Sea, Australia and Argentina. From time to time, Apache posts announcements, operational updates and investor information, and copies of all press releases on its website, www.apachecorp.com.
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Posted: March 19, 2013