Ball Corporation recommended the rejection of an unsolicited mini-tender offer by TRC Capital Corporation (TRC) for the purchase of up to 2,000,000 common shares.

It represents approximately 63% of the company’s outstanding shares.

TRC’s offer price of $70.50 per share in cash is approximately 2.9% lower than the $72.51 closing price of Ball common shares on June 2, 2022, the last closing price prior to commencement of the offer.

In a statement, Ball said: “Ball Corporation does not recommend or endorse TRC’s unsolicited below-market mini-tender offer and recommends that shareholders not tender their shares because the offer is at a price significantly below the current market price of Ball common shares.

“Ball is not affiliated or associated in any way with TRC, its mini-tender offer or the mini-tender offer documentation.

“Ball urges shareholders to obtain current market quotations for their shares, to consult with their broker or financial advisor, and to exercise caution with respect to TRC’s mini-tender offer. 

“Ball recommends that shareholders who have not responded to TRC’s offer take no action. 

“Ball also recommends that shareholders who have already tendered their shares withdraw those shares in accordance with TRC’s offering documents prior to the expiration of the offer.

“TRC has made similar below-market mini-tender offers for other companies’ shares. Mini-tender offers are devised to seek less than 5% of a company’s stock, thereby avoiding many filing, disclosure and procedural requirements of the US Securities and Exchange Commission (SEC).

“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.

Ball also encouraged 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 https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.