General Dynamics has received notification of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 2 million shares of General Dynamics common stock from General Dynamics shareholders, or approximately 0.56 percent of the company’s outstanding common stock, at a price of $66.95 per share. The offer price was 4.44 percent below the closing price of the company’s common stock on April 24, 2012, the approximate date of commencement of the offer.
General Dynamics is not associated with TRC Capital or this unsolicited offer and recommends that shareholders do not tender their shares. General Dynamics does not endorse this offer because it is at a price below the current market price for General Dynamics’ shares and, as a mini-tender off, it does not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.
General Dynamics urges shareholders to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC Capital’s offer.
Mini-tender offers seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements under U.S. federal securities laws and the rules and regulations of the Securities and Exchange Commission (SEC).
The 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’s Investor Tips regarding mini-tender offers may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.
General Dynamics 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.
General Dynamics requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s offer.
General Dynamics, headquartered in Falls Church, Virginia, employs approximately 93,000 people worldwide. The company is a market leader in business aviation; land and expeditionary combat systems, armaments and munitions; shipbuilding and marine systems; and information systems and technologies.
