Highlights:
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Unsolicited mini-tender offer is below current market price for
Agilent Technologies, Inc. shares.
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Stockholders who have already tendered shares advised to withdraw.
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Agilent Technologies, Inc. urges investors to review current share
price, exercise caution and consult with advisors.
SANTA CLARA, Calif.--(BUSINESS WIRE)--Apr. 20, 2015--
Agilent Technologies, Inc. (NYSE: A) has received notice of an
unsolicited mini-tender offer by TRC Capital Corporation to purchase up
to 2.5 million shares, or about 0.75%, of Agilent Technologies, Inc.
outstanding common stock at a price of $41.55 per share in cash. As TRC
Capital’s own offer document acknowledges, the offering price is
approximately 4.22% below the closing price per share of Agilent
Technologies, Inc. on April 15, 2015, the last trading day before the
mini-tender offer was commenced.
Agilent Technologies, Inc. recommends that stockholders reject this
unsolicited offer because the offer price is below the current market
price for Agilent Technologies, Inc. The offer also is subject to
numerous conditions, including TRC Capital obtaining sufficient
financing necessary to consummate the offer on terms satisfactory to TRC
Capital in its reasonable discretion. Agilent Technologies, Inc. also
recommends that any stockholders who have tendered shares to TRC Capital
withdraw those shares by providing the written notice described in the
offering documentation before the expiration of the offer, which is
currently scheduled for 12:01 a.m. ET on May 15, 2015.
Agilent Technologies, Inc. is not associated with TRC Capital, its
mini-tender offer or the mini-tender offer documentation.
TRC Capital has made similar unsolicited mini-tender offers for shares
of other public companies. Mini-tender offers are designed to seek less
than five percent of a company’s outstanding shares, thereby avoiding
many investor protections including the disclosure and procedural
requirements applicable to most bids under United States securities
laws. As a result, mini-tender offers do not provide investors with the
same level of protections as provided by larger tender offers under
United States securities laws. The U.S. Securities and Exchange
Commission (SEC) has cautioned investors about mini-tender offers noting
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.” The SEC has also
published investor tips regarding these offers on its website at: www.sec.gov/investor/pubs/minitend.htm.
Agilent Technologies, Inc. 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 on the
SEC’s website at: www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Agilent Technologies, Inc. urges investors 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.
Agilent Technologies, Inc. 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 the shares of common stock of Agilent
Technologies, Inc.
About Agilent Technologies
Agilent Technologies Inc. (NYSE: A), a global leader in life sciences,
diagnostics and applied chemical markets, is the premier laboratory
partner for a better world. Agilent works with customers in more than
100 countries, providing instruments, software, services and consumables
for the entire laboratory workflow. Agilent generated revenues of $4.0
billion in fiscal 2014. The company employs about 12,000 people
worldwide. Information about Agilent is available at www.agilent.com.
NOTE TO EDITORS: Further technology, corporate citizenship and executive
news is available at www.agilent.com/go/news.
Source: Agilent Technologies, Inc.
Agilent Technologies, Inc.
EDITORIAL CONTACT:
Michele
Drake, +1-408-345-8396
michele_drake@agilent.com
or
INVESTOR
CONTACT:
Alicia Rodriguez, +1-408-345-8948
alicia_rodriguez@agilent.com