TYSONS, Va. -- DXC Technology (NYSE: DXC) has received notice of an unsolicited "mini-tender" offer by TRC Capital Corporation to purchase up to two million shares of DXC's common stock at a price of $63.63 per share in cash. The offering price is 4.56 percent below the closing price per share of DXC's common stock on February 22, 2019, the last trading day before the tender offer commenced. The offer is for approximately 0.75 percent of the outstanding shares of DXC's common stock.
DXC does not endorse TRC Capital's unsolicited mini-tender offer and recommends that stockholders reject the offer of TRC Capital and not tender their shares. DXC 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 U.S. 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.
Stockholders 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. DXC recommends that stockholders who have not responded to TRC Capital's offer take no action. Stockholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on March 26, 2019, in accordance with TRC Capital's offering documents.
DXC encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
DXC requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's mini-tender offer for shares of DXC common stock.
About DXC Technology
As the world's leading independent, end-to-end IT services company, DXC Technology (NYSE: DXC) leads digital transformations for clients by modernizing and integrating their mainstream IT, and by deploying digital solutions at scale to produce better business outcomes. The company's technology independence, global talent, and extensive partner network enable 6,000 private and public-sector clients in 70 countries to thrive on change. DXC is a recognized leader in corporate responsibility. For more information, visit dxc.technology and explore THRIVE, DXC's digital destination for changemakers and innovators.
Cautionary Note Regarding Forward-looking Statements
All statements in this press release that do not directly and exclusively relate to historical facts constitute "forward-looking statements." These statements represent DXC's intentions, plans, expectations and beliefs, and are subject to risks, uncertainties and other factors, many of which are outside DXC's control, and no assurance can be given that the results described in such statements will be achieved. Many factors could cause actual results to differ materially from such forward-looking statements. For a written description of risk factors that could cause actual results in DXC's business to differ materially from forward-looking statements regarding those matters, see the section titled "Risk Factors" in DXC's Annual Report on Form 10-K for the fiscal year ended March 31, 2018 and in DXC's Quarterly Reports on Form 10-Q for the quarterly periods ended June 30, 2018, September 30, 2018 and December 31, 2018, and any updating information in subsequent SEC filings. DXC disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent event or otherwise, except as required by law.
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