SAN FRANCISCO--(BUSINESS WIRE)--Jan. 22, 2019--
Visa Inc. (NYSE: V) has been notified of an unsolicited “mini-tender
offer” by TRC Capital Corporation to purchase up to 1 million shares of
its Class A common stock, representing approximately 0.057% of Visa’s
outstanding shares of Class A common stock.
TRC Capital’s offer price of $131.95 is 4.43% below the closing price of
Visa’s Class A common stock on January 11, 2019, the last trading day
prior to the date of the offer.
Visa recommends stockholders do not tender their shares in response to
this unsolicited mini-tender offer. Mini-tender offers, such as this one
by TRC Capital, avoid many of the investor protections afforded to
larger tender offers, including the filing of disclosure and other
tender offer documents with the U.S. Securities and Exchange Commission
(SEC) and other procedures mandated by U.S. securities laws.
Visa is in no way associated with TRC Capital Corporation, the
mini-tender offer or the offer documentation.
Visa urges Class A common stockholders to obtain current market
quotations for their shares of Class A common stock, to consult their
broker or financial advisor, and to exercise caution with respect to TRC
The SEC has issued “Tips for Investors” regarding mini-tender offers,
noting that some bidders, in making the offers at below-market prices,
are “hoping that they will catch investors off guard if the investors do
not compare the offer price to the current market price.” The SEC’s
advisory may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.
TRC Capital has made many similar unsolicited mini-tender offers for
shares of other public companies.
Visa recommends that Class A common stockholders who have not responded
to TRC Capital’s offer take no action. Visa Class A common stockholders
who have already tendered their shares may withdraw their shares by
providing the written notice described in the TRC Capital offering
documents prior to the expiration of the offer currently scheduled for
12:01 a.m., New York City Time on Wednesday, February 13, 2019.
Visa urges broker-dealers and other market participants in the
dissemination of the offer to review the SEC’s recommendations to
broker-dealers in these circumstances, which can be found on the SEC
website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and Information Memo Number 01-27 issued by the NYSE on September 28,
2001, which can be found on the NYSE website at https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf
regarding the dissemination of mini-tender offer materials.
Visa requests that a copy of this news release be included with all
distributions of materials relating to TRC Capital’s mini-tender offer.
About Visa Inc.
Visa Inc. (NYSE: V) is the world’s leader in digital payments. Our
mission is to connect the world through the most innovative, reliable
and secure payment network - enabling individuals, businesses and
economies to thrive. Our advanced global processing network, VisaNet,
provides secure and reliable payments around the world, and is capable
of handling more than 65,000 transaction messages a second. Our
relentless focus on innovation is a catalyst for the rapid growth of
connected commerce on any device, and a driving force behind the dream
of a cashless future for everyone, everywhere. As the world moves from
analog to digital, Visa is applying our brand, products, people, network
and scale to reshape the future of commerce. For more information, visit
View source version on businesswire.com: https://www.businesswire.com/news/home/20190122005953/en/
Source: Visa Inc.
Mike Milotich, +1
Will Stickney, +1