General Mills Recommends Shareholders Reject "Mini-Tender" Offer by TRC Capital Investment Corporation

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Jan 18, 2022
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General Mills (NYSE: GIS) announced today that it received notice of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC”) to purchase up to two million shares of General Mills common stock at a price of $65.50 per share in cash. TRC’s offer price is 4.48% less than the $68.57 closing price per share of General Mills’ common stock on January 7, 2022, the last trading day before the mini-tender offer commenced. If all shares are acquired, TRC’s ownership would represent approximately 0.33% of General Mills’ outstanding common stock.

General Mills is not affiliated with TRC and does not endorse TRC’s unsolicited mini-tender offer.

General Mills recommends that General Mills shareholders do not tender their shares in response to the offer. General Mills also recommends that any shareholders who have tendered shares to TRC withdraw those shares by providing the written notice described in the offer documentation before the expiration of the offer, which is currently scheduled for 12:01 a.m. New York City time on February 9, 2022.

TRC has included in the terms of its offer a condition that the price of General Mills’ common stock must not decrease. As a result, unless TRC decides to waive this condition, General Mills shareholders who tender their shares in the offer would receive a below-market price for their shares through the tender offer. The offer is also subject to numerous other conditions, including TRC’s ability to obtain sufficient financing to consummate the offer.

Shareholders should obtain current market quotes for their shares, review the conditions to TRC’s mini-tender offer, consult with their brokers or financial advisors, and exercise caution with respect to TRC’s mini-tender offer.

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 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 “[s]ome 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 published guidance to investors on mini-tender offers at https%3A%2F%2Fwww.sec.gov%2Freportspubs%2Finvestor-publications%2Finvestorpubsminitendhtm.html.

General Mills 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 at https%3A%2F%2Fwww.sec.gov%2Fdivisions%2Fmarketreg%2Fminitenders%2Fsia072401.htm.

General Mills requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer for shares of General Mills common stock.

About General Mills

General Mills makes food the world loves. The company is guided by its Accelerate strategy to drive shareholder value by boldly building its brands, relentlessly innovating, unleashing its scale and being a force for good. Its portfolio of beloved brands includes household names such as Cheerios, Nature Valley, Blue Buffalo, Häagen-Dazs, Old El Paso, Pillsbury, Betty Crocker, Yoplait, Annie’s, Wanchai Ferry, Yoki, and more. Headquartered in Minneapolis, Minnesota, USA, General Mills generated fiscal 2021 net sales of U.S. $18.1 billion. In addition, the company’s share of non-consolidated joint venture net sales totaled U.S. $1.1 billion.

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