Dominion Resources recommends rejection of 'mini-tender' offer

Dominion Resources Inc. (NYSE: D) has received notice of an unsolicited "mini-tender" offer by TRC Capital Corp. to purchase up to 2 million shares of Dominion's common stock at a price of $66.50 per share in cash. The offering price is approximately 4.19% below the closing price per share of Dominion's common stock on Jan. 11, the last trading day before the offer was commenced. The offer is for approximately 0.34% of the outstanding shares of Dominion's common stock.

Dominion does not endorse TRC Capital's unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Dominion is not associated with TRC Capital, its mini-tender offer, or the mini-tender offer documentation.

TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers seek less than 5% of a company's outstanding shares, and thus are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the US Securities and Exchange Commission (SEC) and other procedures mandated by US securities laws.

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."

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's mini-tender offer. Dominion recommends that shareholders who have not responded to TRC Capital's offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on Feb. 10, in accordance with TRC's offering documents.


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