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RICHMOND, Va., Oct. 2, 2023 ~ On September 26, 2023, Dominion Energy, Inc. (NYSE: D) received notice of an unsolicited "mini-tender" offer from TRC Capital Investment Corporation (TRC Capital) to purchase up to 2 million shares of Dominion Energy's common stock at a price of $44.00 per share in cash. The offer price is approximately 4.47% below the closing price of Dominion Energy's common stock on the same day.
In response to this offer, Dominion Energy has urged shareholders not to tender their shares and has stated that it is not associated in any way with TRC Capital, its mini-tender offer, or the mini-tender offer documentation.
Mini-tender offers seek less than 5% of a company's outstanding shares and do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. The U.S. Securities and Exchange Commission (SEC) has cautioned investors about mini-tender offers, stating that they "have been increasingly used to catch investors off guard," and that investors "may end up selling their securities at below-market prices."
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Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer by providing the written notice described in the TRC Capital offer documents. According to the offer documents, the offer is currently scheduled to expire at 12:01 a.m., New York City time, on Oct. 27, 2023, but TRC Capital may extend the offer at its discretion.
Dominion Energy also encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure available on its website http://www.sec.gov/divisions/marketreg/minitend... . It also requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to Dominion Energy shares of common stock.
In response to this offer, Dominion Energy has urged shareholders not to tender their shares and has stated that it is not associated in any way with TRC Capital, its mini-tender offer, or the mini-tender offer documentation.
Mini-tender offers seek less than 5% of a company's outstanding shares and do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. The U.S. Securities and Exchange Commission (SEC) has cautioned investors about mini-tender offers, stating that they "have been increasingly used to catch investors off guard," and that investors "may end up selling their securities at below-market prices."
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Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer by providing the written notice described in the TRC Capital offer documents. According to the offer documents, the offer is currently scheduled to expire at 12:01 a.m., New York City time, on Oct. 27, 2023, but TRC Capital may extend the offer at its discretion.
Dominion Energy also encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure available on its website http://www.sec.gov/divisions/marketreg/minitend... . It also requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to Dominion Energy shares of common stock.
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