Hydro One Limited ("Hydro One") has received notice of an unsolicited mini-tender offer by TRC Capital Investment Corporation ("TRC Capital") to purchase up to 2,500,000 common shares of Hydro One ("common shares"), or approximately 0.42% of the outstanding common shares of Hydro One as at July 19, 2024, at a below-market price of CAD$38.10 per share in cash. Hydro One does not endorse TRC Capital's unsolicited offer, is not affiliated or associated with TRC Capital or its offer and recommends that shareholders do not tender their common shares to the offer.
Hydro One cautions shareholders that TRC Capital's offer has been made at a price below recent market prices for the Hydro One common shares. TRC Capital's unsolicited offer price of CAD$38.10 per share represents a discount of approximately 4.49% to the CAD$39.89 closing price of the Hydro One common shares on July 9, 2024, the last trading day before the mini-tender offer was commenced.
Shareholders are urged to obtain current market quotations for their common shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's unsolicited offer. According to TRC Capital's offer documents, Hydro One shareholders who have already tendered their common shares can withdraw their common shares tendered at any time before 11:59 p.m. (Toronto time) on August 9, 2024 by following the procedures described in the offer documents.
TRC Capital has made similar unsolicited mini-tender offers for shares of several other public companies in Canada and elsewhere. Mini-tender offers are designed to avoid investor protections such as disclosure and procedural requirements applicable to most take-over bids and tender offers under Canadian and U.S. securities laws.
The Canadian Securities Administrators ("CSA") and the U.S. Securities and Exchange Commission ("SEC") 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.
The CSA's long-standing guidance on mini-tenders can be found on the Ontario Securities Commission website at www.osc.gov.on.ca/en/SecuritiesLaw_csa_19991210_61-301.jsp.
The SEC has also published investor tips about mini-tender offers, which can be found on its website at http://www.sec.gov/investor/pubs/minitend.htm.
Hydro One requests that a copy of this news release be included with any distribution of materials relating to TRC Capital's mini-tender offer for Hydro One common shares.
