The Estée Lauder Companies Inc. (NYSE: EL) (the “Company”) today announced that it has received notice that TRC Capital Investment Corporation (“TRC”) commenced an unsolicited “mini-tender” offer to purchase up to 1,500,000 shares of the Company’s Class A common stock, which represents approximately 0.64% of the outstanding Class A common stock, at a price of $83.65 per share in cash.
The Company does not endorse TRC’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares because TRC’s offer is at a price below the current market price for Class A common stock and is subject to numerous conditions. The Company is in no way associated with TRC, its mini-tender offer, or the mini-tender offer documents.
Mini-tender offers seek to acquire less than 5% of a company’s shares outstanding. Consequently, they can avoid many of the disclosure and procedural requirements of U.S. Securities and Exchange Commission (“SEC”) rules intended for the protection of stockholders, which would apply to offers for more than 5% of a company’s shares.
The SEC has cautioned investors that “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” and that investors “may end up selling their securities at below-market prices.” The SEC’s guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm. TRC has made many similar unsolicited mini-tender offers for shares of other public companies at below market prices.
Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC’s mini-tender offer, including monitoring for any amendment by TRC of its offer. The Company recommends that stockholders who have not responded to TRC’s offer take no action. According to TRC’s offer documents, stockholders who have already tendered their shares may withdraw them by providing the notice described in the documents prior to the expiration of the offer, which is currently scheduled to occur on October 9, 2024. TRC may extend the offering period at its discretion.
The Company 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.
The Company requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer related to shares of the Company’s Class A common stock.
About The Estée Lauder Companies
The Estée Lauder Companies Inc. is one of the world’s leading manufacturers, marketers and sellers of quality skin care, makeup, fragrance and hair care products, and is a steward of luxury and prestige brands globally. The Company’s products are sold in approximately 150 countries and territories under brand names including: Estée Lauder, Aramis, Clinique, Lab Series, Origins, M·A·C, La Mer, Bobbi Brown Cosmetics, Aveda, Jo Malone London, Bumble and bumble, Darphin Paris, TOM FORD, Smashbox, AERIN Beauty, Le Labo, Editions de Parfums Frédéric Malle, GLAMGLOW, KILIAN PARIS, Too Faced, Dr.Jart+, the DECIEM family of brands, including The Ordinary and NIOD, and BALMAIN Beauty.
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Contact details:
Investors: Rainey Mancini
rmancini@estee.com
Media: Jill Marvin
jimarvin@estee.com
