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Alphabet-A | 8-K: Alphabet Recommends Stockholders Reject the Below-Market Mini-Tender Offer by TRC Capital Investment Corporation

SEC announcement · Feb 8 17:27

GOOGL +10.22%

Summary by Moomoo AI

Alphabet Inc., the parent company of Google, has issued a statement on February 8, 2024, advising shareholders to reject an unsolicited mini-tender offer from TRC Capital Investment Corporation. The offer aims to purchase up to 1 million shares of Alphabet's Class C capital stock at $138.90 per share, a price approximately 4.48 percent below the closing share price on February 6, 2024. Alphabet has clarified that it does not endorse this mini-tender offer and recommends that shareholders do not tender their shares, citing the offer price is below the current market value and is subject to numerous conditions. The company also highlighted that TRC Capital has a history of making similar below-market offers for other companies' shares. Mini-tender offers, such as this one, target less than 5 percent of a company's outstanding shares, thus avoiding many of the SEC's disclosure and procedural requirements. Alphabet has reminded shareholders that they can withdraw their shares at any time before the offer's expiration on March 8, 2024, and has encouraged them to consult with their financial advisors and obtain current market quotations. The SEC has previously issued warnings about mini-tender offers, advising investors to exercise caution.

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