News Summary Fortinet® (NASDAQ: FTNT), the
global cybersecurity leader driving the convergence of networking
and security, today announced it has been notified of an
unsolicited “mini-tender” offer by TRC Capital Investment
Corporation (TRC) to purchase up to 2,000,000 shares of Fortinet’s
common stock at a price of $55.55 per share in cash. TRC’s offer
price of $55.55 per share is approximately 4.86% lower
than the closing price of Fortinet’s common stock on August
21, 2023, the last trading day prior to the date of TRC’s offer,
which began on August 22, 2023.
Fortinet recommends that stockholders do not tender their shares
in response to TRC’s offer because the offer price is below the
current market price of Fortinet’s common stock and is subject to
numerous conditions. There is no guarantee that the conditions of
TRC’s offer will be satisfied. Stockholders who have already
tendered their shares may withdraw them at any time by providing
notice in the manner described in TRC’s offering documents prior to
the expiration of the offer, which is currently scheduled
for 12:01 a.m. EDT on September 22, 2023, unless
extended. Fortinet recommends that stockholders who have not
responded to TRC’s offer take no action.
Fortinet does not endorse TRC’s unsolicited offer and is not
affiliated or associated in any way with TRC, its offer or its
offering documents.
Because TRC’s offer is for less than 5% of Fortinet’s
outstanding shares, it avoids many disclosure and procedural
requirements of the U.S. Securities and Exchange Commission (the
SEC) that apply to offers for more than 5% 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 U.S. securities laws. TRC has made
similar unsolicited “mini-tender” offers for stock of other public
companies. The SEC has cautioned investors about “mini-tender”
offers, providing guidance to investors
at http://www.sec.gov/investor/pubs/minitend.htm.
Fortinet stockholders should obtain current market quotations
for their shares, consult with their broker or financial advisor,
and exercise caution with respect to TRC’s offer. Fortinet requests
that a copy of this news release be included with all distributions
of materials relating to TRC’s offer related to Fortinet’s common
stock.
About FortinetFortinet (NASDAQ: FTNT) is a
driving force in the evolution of cybersecurity and the convergence
of networking and security. Our mission is to secure people,
devices, and data everywhere, and today we deliver cybersecurity
everywhere you need it with the largest integrated portfolio of
over 50 enterprise-grade products. Well over half a million
customers trust Fortinet’s solutions, which are among the most
deployed, most patented, and most validated in the industry. The
Fortinet Training Institute, one of the largest and broadest
training programs in the industry, is dedicated to making
cybersecurity training and new career opportunities available to
everyone. FortiGuard Labs, Fortinet’s elite threat intelligence and
research organization, develops and utilizes leading-edge machine
learning and AI technologies to provide customers with timely and
consistently top-rated protection and actionable threat
intelligence. Learn more at https://www.fortinet.com, the Fortinet
Blog, and FortiGuard Labs.
FTNT-F
Copyright © 2023 Fortinet, Inc. All rights reserved. The symbols
® and ™ denote respectively federally registered trademarks and
common law trademarks of Fortinet, Inc., its subsidiaries and
affiliates. Fortinet’s trademarks include, but are not limited to,
the following: Fortinet, the Fortinet logo, FortiGate, FortiOS,
FortiGuard, FortiCare, FortiAnalyzer, FortiManager, FortiASIC,
FortiClient, FortiCloud, FortiMail, FortiSandbox, FortiADC,
FortiAI, FortiAIOps, FortiAntenna, FortiAP, FortiAPCam,
FortiAuthenticator, FortiCache, FortiCall, FortiCam, FortiCamera,
FortiCarrier, FortiCASB, FortiCentral, FortiConnect,
FortiController, FortiConverter, FortiCWP, FortiDB, FortiDDoS,
FortiDeceptor, FortiDeploy, FortiDevSec, FortiEdge, FortiEDR,
FortiExplorer, FortiExtender, FortiFirewall, FortiFone, FortiGSLB,
FortiHypervisor, FortiInsight, FortiIsolator, FortiLAN, FortiLink,
FortiMoM, FortiMonitor, FortiNAC, FortiNDR, FortiPenTest,
FortiPhish, FortiPlanner, FortiPolicy, FortiPortal, FortiPresence,
FortiProxy, FortiRecon, FortiRecorder, FortiSASE,
FortiSDNConnector, FortiSIEM, FortiSMS, FortiSOAR, FortiSwitch,
FortiTester, FortiToken, FortiTrust, FortiVoice, FortiWAN,
FortiWeb, FortiWiFi, FortiWLC, FortiWLM and FortiXDR. Other
trademarks belong to their respective owners. Fortinet has not
independently verified statements or certifications herein
attributed to third parties and Fortinet does not independently
endorse such statements. Notwithstanding anything to the contrary
herein, nothing herein constitutes a warranty, guarantee, contract,
binding specification or other binding commitment by Fortinet or
any indication of intent related to a binding commitment, and
performance and other specification information herein may be
unique to certain environments.
Media
Contact: |
Investor Contact: |
Analyst Contact: |
Tiffany CurciFortinet,
Inc. 408-235-7700 pr@fortinet.com |
Peter Salkowski Fortinet,
Inc.408-331-4595 psalkowski@fortinet.com |
Brian GreenbergFortinet,
Inc. 408-235-7700 analystrelations@fortinet.com |
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