Nutrien Ltd. on April 17 said it does not endorse or recommend a “mini-tender” offer to purchase up to 1,000,000 Nutrien outstanding shares, or approximately .20%. It said the offer made by TRC Capital Investment Corp. is at a price of C$93.89 per share, which represented a discount of 4.49% and 4.40%, respectively, to the closing prices of Nutrien shares on the Toronto Stock Exchange and New York Stock Exchange on April 4, 2023, the last trading day before the mini-tender was commenced.
Nutrien said it has no association with TRC Capital and noted that the company has made similar unsolicited offers for shares of several other public companies. It said such offers are designed to avoid many of the investor protections like disclosure and procedural protections applicable to most takeover bids and tender offers under Canadian and US securities laws.
It said both the US Securities and Exchange Commission and Canadian securities regulatory authorities have expressed concerns about mini-tender offers, including the possibility that investors might tender to such offers without understanding the offer price relative to the actual market price of their securities.
Nutrien urged shareholders to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to the offer. It said shareholders who have already tendered their shares should consider taking actions to withdraw them, including reviewing the withdrawal procedures in TRC Capital’s offering documents.
Nutrien requested that a copy of its news release on this matter be included with all distributions of materials relating to TRC Capital’s mini-tender offer related to Nutrien shares.