Goodyear Reacts to ‘Mini Tender’

The Goodyear Tire & Rubber Company said it has become aware of an unsolicited “mini tender” offer by TRC Capital Corp. to purchase up to five million shares of its common stock, or approximately 3 percent of Goodyear’s total shares outstanding, for $19.50 per share.

Goodyear said it expressed no opinion on the unsolicited offer, but advised its shareholders to exercise extreme caution in considering the offer. “Mini tender” offers are not subject to many disclosure, filing and procedural protection requirements of the U.S.

Securities and Exchange Commission and are often structured to obtain shares at below market prices. “Mini-tender” offers – tender offers for less than five percent of a company’s stock – have been increasingly used to catch investors off guard. Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers.

But they later learn that they cannot withdraw from the offer and may end up selling their securities at below-market prices. Goodyear urged its shareholders to review the terms of the “mini tender” offer carefully and to consult with their financial advisors before considering this offer..