Corning Recommends Rejection of below-Market Mini-Tender Offer by TRC Capital Corporation
14 Agosto 2008 - 5:30PM
Business Wire
Corning Incorporated (NYSE: GLW) today said it has received
notification of an unsolicited �mini-tender� offer by TRC Capital
Corporation to acquire up to four million Corning shares from
shareholders at a price of $20.50 per share in cash. This price
represents approximately a 5% discount below Corning�s closing
price on the New York Stock Exchange on Aug. 11, 2008, the day
prior to the date the offer commenced. Corning is not affiliated
with TRC Capital, nor this unsolicited mini-tender offer, and
recommends that shareholders not tender their shares in response to
this offer. Corning urges investors to obtain current market quotes
on Corning�s stock, consult with their advisors and exercise
caution in examining this mini-tender offer, which represents less
than one quarter of one percent of Corning�s outstanding shares.
Shareholders should be aware that this mini-tender offer is highly
conditional. The SEC has issued warnings about mini-tender offers.
The SEC notice states: �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 SEC notice can be found at
www.sec.gov/investor/pubs/minitend.htm. Corning recommends that any
shareholders who have not responded to this offer do nothing. The
company also recommends that shareholders who have already tendered
shares to TRC Capital take action to reverse that decision by
providing the written notice described in the TRC Capital offering
documents prior to expiration of the offer on Sept. 11, 2008. TRC
Capital has targeted several other companies in the past year,
including Advanced Micro Devices, Boeing, CBS, ConocoPhillips,
Cummins, Duke Energy, Gannett, Honeywell, MetLife, Novartis, and
Marathon Oil. About Corning Incorporated Corning Incorporated
(www.corning.com) is the world leader in specialty glass and
ceramics. Drawing on more than 150 years of materials science and
process engineering knowledge, Corning creates and makes keystone
components that enable high-technology systems for consumer
electronics, mobile emissions control, telecommunications and life
sciences. Our products include glass substrates for LCD
televisions, computer monitors and laptops; ceramic substrates and
filters for mobile emission control systems; optical fiber, cable,
hardware & equipment for telecommunications networks; optical
biosensors for drug discovery; and other advanced optics and
specialty glass solutions for a number of industries including
semiconductor, aerospace, defense, astronomy and metrology.
Forward-Looking and Cautionary Statements This press release
contains forward-looking statements that involve a variety of
business risks and other uncertainties that could cause actual
results to differ materially. These risks and uncertainties include
the possibility of changes in global economic and political
conditions; currency fluctuations; product demand and industry
capacity; competition; manufacturing efficiencies; cost reductions;
availability of critical components and materials; new product
commercialization; changes in the mix of sales between premium and
non-premium products; new plant start-up costs; possible disruption
in commercial activities due to terrorist activity, armed conflict,
political instability or major health concerns; adequacy of
insurance; equity company activities; acquisition and divestiture
activities; the level of excess or obsolete inventory; the rate of
technology change; the ability to enforce patents; product and
components performance issues; stock price fluctuations; and
adverse litigation or regulatory developments. Additional risk
factors are identified in Corning�s filings with the Securities and
Exchange Commission. Forward-looking statements speak only as of
the day that they are made, and Corning undertakes no obligation to
update them in light of new information or future events.
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