December 28, 2017

TJX recommends rejection of mini-tender

Grant Welker
TJX offices in Framingham. The company is one of several to advise against so-called mini-tender offers in recent months.

Retailer TJX is recommending that its shareholders reject an unsolicited offer below market price.

The so-called mini-tender, for about one-third of 1 percent of the company's total shares, was made by TRC Capital Corp., a firm that's known for making similar offers to companies ranging from MGM Resorts to Walmart to Ralph Lauren.

Mini-tenders don't require approval from the Securities and Exchange Commission because they involve less than 5 percent of a company's shares.

TJX said that without SEC approval, investors who sell to TRC Capital don't receive the same protections as those involved in larger offers. It announced TRC Capital's offer on Dec. 20.

The SEC says that such offers are made to try catching investors "off guard," because such deals don't include the price premium that larger, more traditional offers have. "You should proceed with caution," the SEC warns on its website.

Thermo Fisher, a Waltham technology company, also received and recommended against an unsolicited mini-tender offer from TRC Capital, in November. Reports show that several other companies have also received such offers.

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