Item 8.01. Other Events.
YUM! BRANDS RECOMMENDS STOCKHOLDERS REJECT "MINI-TENDER" OFFER BY TRC CAPITAL CORPORATION
Unsolicited mini-tender offer is below current market price for the Company's shares
Investors urged to review current share price, exercise caution and consult with advisors
Yum! Brands, Inc. announced today that it has received notice of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 2 million shares, or about 0.46%, of the Company's outstanding common stock, at a price of $65.63 per share in cash. The offering price is approximately 4.3% below the closing price per share of the Company's stock on October 14, 2015, the last trading day before the mini-tender offer was commenced.
Yum! Brands does not endorse TRC Capital's unsolicited mini-tender offer and recommends that shareholders do not tender their shares. Yum! Brands is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.
Mini-tender offers 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 Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws. The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are, "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 guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm. TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.
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. Yum! Brands 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 November 13, 2015, in accordance with TRC's offering documents.
Yum! Brands 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 on the SEC's website at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Yum! Brands requests that a copy of this announcement be included with all distributions of materials relating to TRC Capital's mini-tender offer related to Yum! Brands shares of common stock.