HOUSTON--(BUSINESS WIRE)--Jul. 1, 2014--
NOW Inc. (NYSE:DNOW) has been notified of an unsolicited “mini-tender
offer” by TRC Capital Corporation to acquire up to 2 million shares of
NOW common stock, representing approximately 1.85 percent of NOW’s
outstanding shares. TRC Capital’s offer price of $34.00 per share is
4.23 percent below NOW’s closing price of $35.50 per share on June 24,
2014, the day before the offer commenced.
NOW does not endorse TRC Capital’s offer and recommends that
shareholders reject the offer and not tender their shares. NOW further
recommends that shareholders who have already tendered their shares in
TRC Capital’s offer withdraw their shares prior to 12:01 a.m., New York
City time, on Friday, July 25, 2014, the expiration date of the offer,
unless extended, by following the procedures described in TRC Capital’s
offer documents.
TRC Capital’s offer is subject to numerous conditions, including the
availability of financing on terms satisfactory to TRC Capital, and
includes very limited withdrawal rights. Furthermore, mini-tender
offers, such as this one, seek less than 5 percent of a company’s
outstanding shares thereby avoiding many of the investor protections
applicable to larger tender offers, including the filing of disclosure
and other tender offer documents with the Securities and Exchange
Commission (SEC) and other procedures required by U.S. securities
laws. Therefore, the SEC has advised investors to “exercise extreme
caution” with regard to mini-tender offers. The SEC’s advisory regarding
mini-tender offers can be found at http://www.sec.gov/investor/pubs/minitend.htm.
NOW refers brokers and dealers and other market participants to the
SEC’s recommendations to brokers and dealers in these circumstances,
which can be found at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm,
and to Information Memo Number 01-27 issued by the New York Stock
Exchange on September 28, 2001, regarding guidance to members forwarding
mini-tender offers to their customers.
NOW is not affiliated or associated with TRC Capital Corporation, its
unsolicited mini-tender offer or the offer documentation.
NOW Inc. is one of the largest distributors to the energy industry on
a worldwide basis, with a legacy of over 150 years. NOW operates
primarily under the DistributionNOW and Wilson Export brands. Through
its network of over 300 locations and over 5,000 employees worldwide,
NOW stocks and sells a comprehensive offering of energy products as well
as an extensive selection of products for industrial applications. NOW
also provides supply chain management solutions to energy and industrial
manufacturing companies around the world.
Statements made in this press release that are forward-looking in
nature are intended to be “forward-looking statements” within the
meaning of Section 21E of the Securities Exchange Act of 1934 and may
involve risks and uncertainties. These statements may differ materially
from the actual future events or results. Readers are referred to
documents filed by NOW Inc. with the Securities and Exchange Commission,
including its registration statement on Form 10, which identify
significant risk factors which could cause actual results to differ from
those contained in the forward-looking statements.
Source: NOW Inc.
NOW Inc.
Daniel Molinaro, 281-823-4941