PayPal Recommends Shareholders Reject "Mini-Tender" Offer by TRC Capital Corporation
SAN JOSE, Calif.--(BUSINESS WIRE)--
PayPal Holdings, Inc. (NASDAQ:PYPL) announced today that it received
notice of an unsolicited "mini-tender" offer by TRC Capital Corporation
(TRC) to purchase up to 3 million shares of PayPal's common stock at a
price of $32.80 per share in cash. The offering price is 4.6 percent
below the closing price per share of PayPal's common stock on September
9, 2015, the last trading day before the offer was commenced. The offer
is for approximately 0.25 percent of the outstanding shares of PayPal's
PayPal does not endorse TRC Capital's unsolicited mini-tender offer and
recommends that shareholders do not tender their shares. PayPal is not
associated with TRC Capital, its mini-tender offer or the mini-tender
Mini-tender offers are not subject to many of the investor protections
afforded to larger tender offers, including the filing of disclosure and
other tender offer documents with the Securities and Exchange Commission
(SEC) and other procedures mandated by U.S. securities laws.
The SEC has cautioned investors that some bidders making mini-tender
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 guidance to investors on
mini-tender offers is available 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.
Shareholders should obtain current market quotations for their shares,
consult with their broker or financial advisor, and exercise caution
with respect to TRC Capital's mini-tender offer. PayPal recommends that
shareholders who have not responded to TRC Capital's offer take no
action. Shareholders who have already tendered their shares may withdraw
them at any time prior to 12:01 a.m., New York City time, on October 9,
2015, in accordance with TRC's offering documents.
PayPal encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
PayPal requests that a copy of this news release be included with all
distributions of materials relating to TRC Capital's mini-tender offer
related to PayPal shares of common stock.
At PayPal (Nasdaq: PYPL), we put people at the center of everything we
do. Founded in 1998, we continue to be at the forefront of the digital
payments revolution, last year we processed 4 billion payments, of which
1 billion were made on mobile devices. PayPal gives people better ways
to connect to their money and to each other, helping them safely access
and move their money and offering a choice of how they would like to pay
or be paid. With our 169 million active customer accounts, we have
created an open and secure payments ecosystem that people and businesses
choose to securely transact with each other online, in stores and on
mobile devices. PayPal is a truly global payments platform that is
available to people in 203
markets, allowing customers to get paid in more than 100 currencies,
withdraw funds to their bank accounts in 57 currencies and hold balances
in their PayPal accounts in 26 currencies. For more information on
PayPal, visit about.paypal-corp.com.
For PYPL financial information visit investor.paypal-corp.com.
View source version on businesswire.com: http://www.businesswire.com/news/home/20150924006549/en/
Investor Relations Contact:
Director, Investor Relations
Martha Cass, 416-860-6213
Source: PayPal Holdings, Inc.
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