Johnson & Johnson urges shareholders to reject ‘mini-tender’ offer by TRC

Johnson & Johnson announced that it has received notice of an unsolicited mini-tender offer by TRC Capital Investment Corporation of Ontario, Canada to purchase up to 1 million shares of Johnson & Johnson common stock at a price of $151.23 per share in cash. TRC Capital Investment’s offer price of $151.23 per share is approximately 4.12% lower than the $157.73 closing share price of Johnson & Johnson’s common stock on April 2, 2024, the business day prior to the date of the offer. The offer is for approximately 0.04% of the shares of Johnson & Johnson common stock outstanding as of the April 3, 2024 offer date. Johnson & Johnson is not associated in any way with TRC Capital Investment or its unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to TRC Capital Investment’s offer because the offer is at a price below the current market price for Johnson & Johnson’s shares and subject to numerous conditions. TRC Capital Investment’s has made many similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission that would otherwise apply. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under U.S. securities laws.