HOUSTON, Aug. 23, 2011 (GLOBE NEWSWIRE) -- Sysco Corporation (NYSE:SYY) has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation (TRC) of Ontario, Canada, to purchase up to 3.5 million shares, or approximately 0.6 percent of the outstanding Sysco shares, at a price of $26.65 per share. TRC's offer represents a 4.41 percent discount below Sysco's closing price on August 17, 2011, the day before the offer commenced. In addition, TRC's offer is subject to numerous conditions, including the availability of financing on terms satisfactory to TRC.
Sysco does not endorse TRC's offer and recommends that shareholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the current market price for Sysco's shares and subject to numerous conditions. Sysco 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's offer. Sysco is not associated in any way with TRC, its mini-tender offer, or the offer documentation.
According to TRC's current offer documents, Sysco shareholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m., Eastern Time, Tuesday, September 20, 2011, the expiration date set forth by the documents, by following the procedures provided in the manner described in the offer documents.
TRC has made numerous similar mini-tender offers to other publicly traded companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC) that apply to offers for greater than 5 percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about mini-tender offers, noting that "some bidders make these 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's website at www.sec.gov/investor/pubs/minitend.htm.
Sysco 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 www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found on the NYSE's website at www.nyse.com.
Sysco requests that a copy of this press release be included with all distributions of materials relating to TRC's offer.
About Sysco
Sysco is the global leader in selling, marketing and distributing food products to restaurants, healthcare and educational facilities, lodging establishments and other customers who prepare meals away from home. Its family of products also includes equipment and supplies for the foodservice and hospitality industries. The company operates 177 distribution facilities serving approximately 400,000 customers. For the fiscal year 2011 that ended July 2, 2011 the company generated record sales of more than $39 billion. For more information about Sysco visit the company's Internet home page at www.sysco.com and for investor relations news follow us at www.twitter.com/SyscoStock.
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