Travelers warns shareholders against 'unsolicited mini-tender' offer by TRC Capital

Property/casualty insurer Travelers Companies has urged its shareholders to not accept a “mini-tender” offer from Canadian investment firm TRC Capital, calling it "unsolicited" and having an offer price that is below the current market price for Travelers’ shares.

The so-called “mini-tender” from TRC offers up to 1,000,000 shares of Travelers’ common stock at $106.75 per share.

Travelers claims that this offer price is approximately 4.5 percent below the closing share price of its common stock on Aug. 21, 2020 ($111.83), the last trading day prior to the date of the offer, and approximately 6.9 percent below the closing price of its common stock on Sept. 1, 2020 ($114.69).

The insurer stated that "Travelers does not endorse TRC Capital’s offer" and recommends its shareholders not tender their shares in response to the offer, and shareholders who have already tendered are advised to withdraw their shares by providing written notice prior to the offer’s expiration.

"In addition to having an offer price that is below the current market price for Travelers’ shares, TRC Capital’s mini-tender offer is subject to numerous conditions, including TRC Capital’s ability to obtain financing and there being no decrease in the market price of Travelers’ shares," the company said in a statement. "Because TRC Capital’s offer is for approximately 0.39% of the outstanding shares of Travelers’ common stock, the offer is not subject to many of the disclosure and procedural requirements of the Securities and Exchange Commission (SEC), which are designed to protect investors."