EOG Resources Inc. (NYSE: EOG) has been notified of an unsolicited "mini-tender" offer by TRC Capital Corp. EOG received a copy of the offering documents, dated Nov. 15, pursuant to which TRC Capital has offered to purchase for cash up to 1 million shares, or approximately 0.37%, of EOG's outstanding common stock. The offer price of $162.75 per share is more than 4% below the $169.67 closing price of EOG's common stock on Nov. 14, the day prior to commencement of the offer.
EOG does not endorse TRC Capital's offer and recommends that stockholders reject the offer and not tender their shares. TRC Capital's offer is at a price below the current market price of EOG's common stock and is subject to numerous conditions. EOG further recommends that stockholders who have already tendered shares in the offer withdraw their shares by providing written notice as described in TRC Capital's offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m., New York City time, on Dec. 17.
TRC Capital has made other similar mini-tender offers in the past for shares of other companies. EOG urges investors to obtain current market quotations for their shares of EOG common stock, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's offer. EOG is not associated in any way with TRC Capital, any of its affiliates, the mini-tender offer, or the offering documents.
The US Securities and Exchange Commission (SEC) has issued "Tips for Investors" regarding mini-tender offers, noting: "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 "Tips for Investors" may be found on the SEC's website at http://www.sec.gov/investor/pubs/minitend.htm. The SEC recommends that investors review mini-tender offers carefully to make sure they understand the terms of the tender offer before tendering their shares.
EOG encourages stockbrokers and dealers to review the SEC and New York Stock Exchange (NYSE) recommendations regarding the dissemination of mini-tender offer materials. These recommendations are available at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and in the Information Memo 01-27 issued by the NYSE, which can be found under the "Regulation — NYSE — Rules & Interpretations — Information Memos" tab at http://www.nyse.com/nysenotices/nyse/information-memos/detail?memo_id=01-27.
EOG Resources Inc. is an independent (non-integrated) crude oil and natural gas company in the US, with reserves in the US, Canada, Trinidad, the UK, and China.