First Solar Recommends Stockholders Reject Mini-Tender Offer by TRC Capital
TEMPE, Ariz. -- January 25, 2013
First Solar, Inc. (Nasdaq: FSLR) has been notified of an unsolicited
“mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to
2,000,000 shares, or approximately 2.3 percent, of the outstanding First Solar
common stock at a price of $30.00 per share in cash. TRC’s offer price is
approximately 5 percent less than the $31.58 closing price of First Solar’s
common stock on January 22, 2013, the day before the mini-tender offer
First Solar does not endorse TRC’s mini-tender offer and recommends that First
Solar stockholders do not tender their shares in response to the offer because
it is a mini-tender offer at a price below the market price for First Solar
shares (as of the date First Solar received notice of the offer) and is
subject to numerous conditions. According to TRC’s offer documents, First
Solar stockholders who have already tendered their shares may withdraw their
shares at any time prior to 12:01 a.m. New York City time, on Feb. 22, 2013,
the expiration date set forth in the offer documents (unless extended), by
following the procedures described in the offer documents. First Solar urges
stockholders to obtain current market quotes for their shares, to review the
conditions to TRC’s mini-tender offer, to consult with their brokers or
financial advisors and to exercise caution with respect to this mini-tender
offer. First Solar is not associated with TRC, its mini-tender offer or the
TRC has made many similar mini-tender offers for shares of other companies.
Mini-tender offers are designed to seek to acquire less than 5 percent of a
company’s outstanding shares, thereby avoiding many disclosure and procedural
requirements of the Securities and Exchange Commission (SEC) that apply to
offers for more than 5 percent of a company’s outstanding shares. As a result,
mini-tender offers do not provide investors with the same level of protections
as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about these offers, noting that “some bidders
make mini-tender offers at below-market prices, 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 Investor Tips regarding mini-tender offers
may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
First Solar encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer mini-tender
offer dissemination and disclosures at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD’s Notice to
Members 99-53, issued July 1999, regarding guidance to members forwarding
mini-tender offers to their customers, which can be found at
First Solar requests that a copy of this news release be included with all
distributions of materials relating to TRC’s mini-tender offer.
About First Solar, Inc.
First Solar is a leading global provider of comprehensive photovoltaic (PV)
solar systems which use its advanced thin-film modules. The company’s
integrated power plant solutions deliver an economically attractive
alternative to fossil-fuel electricity generation today. From raw material
sourcing through end-of-life module collection and recycling, First Solar’s
renewable energy systems protect and enhance the environment. For more
information about First Solar, please visit www.firstsolar.com.
For First Solar Investors
This release contains forward-looking statements which are made pursuant to
the safe harbor provisions of Section 21E of the Securities Exchange Act of
1934. The forward-looking statements in this release do not constitute
guarantees of future performance. Those statements involve a number of factors
that could cause actual results to differ materially, including risks
associated with the company's business involving the company's products, their
development and distribution, economic and competitive factors and the
company's key strategic relationships and other risks detailed in the
company's filings with the Securities and Exchange Commission. First Solar
assumes no obligation to update any forward-looking information contained in
this press release or with respect to the announcements described herein.
First Solar, Inc.
Press spacebar to pause and continue. Press esc to stop.