ADP Recommends Shareholders Reject TRC Capital Corporation's Below-Market Price "Mini-Tender" Offer
16 Abril 2014 - 4:00PM
ADP
® (Nasdaq:ADP), a leading global provider of
Human Capital Management (HCM) solutions, has been notified of an
unsolicited "mini-tender offer" made by TRC Capital Corporation
(TRC Capital) to ADP's shareholders to purchase up to 2,000,000
shares of common stock, or approximately 0.42% of ADP's outstanding
shares. TRC Capital's offer price of $71.00 per
share is approximately 4.36% below ADP's closing price
of $74.24 on April 14, 2014, the last full trading
day before the mini-tender offer was commenced.
ADP does not endorse this unsolicited mini-tender
offer and recommends that shareholders reject the offer and not
tender their shares. This recommendation is based on the fact
that TRC Capital's offer represents a price below the current
market value of ADP's common stock and that the offer is subject to
a number of conditions. Among these, TRC notes that it may
terminate or amend the offer if the price of ADP's common shares
decline or if TRC Capital is unable to obtain financing necessary
to consummate the offer.
ADP urges shareholders to obtain current market quotations for
their shares, consult with their broker or financial advisor and
exercise caution with respect to TRC Capital's offer. ADP
recommends that shareholders who have already tendered shares in
the offer withdraw these shares by providing written notice as
described in TRC Capital's offering documents prior to
the expiration of the offer, currently scheduled for 12:01
a.m. (Eastern) on Thursday, May 15, 2014.
TRC Capital has made similar mini-tender offers for shares
of other companies. Given this offer is for less than 5% of ADP's
outstanding shares, it is not subject to many of the disclosure and
procedural requirements of Securities and Exchange
Commission (SEC) rules that are designed to protect investors.
The SEC has issued an investor alert stating, "Investors need to
scrutinize mini-tender offers carefully. Some bidders make
mini-tender offers at below-market prices, hoping that they will
catch investors off guard if the investors do not compare the offer
price to the current market price." The alert can be found on the
SEC website at: http://www.sec.gov/investor/pubs/minitend.htm.
ADP encourages brokers and dealers, as well as other market
participants, to review the SEC's letter regarding broker-dealer
mini-tender offer dissemination and disclosures
at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm;
and the NASD Notice to Members 99-53, issued in July 1999,
regarding guidance to members forwarding mini-tender offers to
their customers, which can be found at
http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
ADP requests that a copy of this press release be included with
all distributions of materials relating to TRC Capital's
mini-tender offer.
About ADP
With more than $11 billion in revenues and more than 60 years of
experience, ADP® (Nasdaq:ADP) serves approximately 620,000 clients
in more than 125 countries. As one of the world's largest
providers of business outsourcing and Human Capital Management
solutions, ADP offers a wide range of human resource, payroll,
talent management, tax and benefits administration solutions from a
single source, and helps clients comply with regulatory and
legislative changes, such as the Affordable Care Act (ACA).
ADP's easy-to-use solutions for employers provide superior value to
companies of all types and sizes. ADP is also a leading
global provider of automotive retail and digital marketing
solutions to auto retailers and manufacturers. For more
information about ADP, visit the company's Web site at
www.ADP.com.
CONTACT: Investor Relations Contacts:
Elena Charles
973.974.4077
elena.charles@ADP.com
Sara Grilliot
973.974.7834
sara.grilliot@ADP.com
Media Contact:
Michael Schneider
973.567.1775
michael.schneider@ADP.com
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