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Southern Company today announced that it has been notified of an unsolicited “mini-tender” offer dated August 12, 2022, made by TRC Capital Investment Corporation (“TRC”), a private Canadian investment company, to purchase up to 2,000,000 shares of Southern Company’s common stock. TRC’s unsolicited “mini-tender” offer price of $74.88 per share is approximately 4.14% below the $78.12 per share closing price of Southern Company’s common stock on August 12, 2022, the last trading day prior to the date of the offer. Southern Company is in no way affiliated with TRC, the offer, or the offer documentation.
Southern Company recommends against stockholders tendering shares in response to this unsolicited offer, for the reasons described herein.
TRC has made many similar unsolicited mini-tender offers for the shares of other public companies. Mini-tender offers seek to acquire less than 5 percent of a company’s shares outstanding. Consequently, they can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5 percent of a company’s shares outstanding.
The SEC has cautioned investors about mini-tender offers, stating that mini-tender offers “have been increasingly used to catch investors off guard,” and that investors “may end up selling their securities at below-market prices.” The SEC’s guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. Stockholders are urged to consult with their own brokers or financial advisors.
Stockholders who have already tendered their shares may withdraw them by providing, prior to the expiration of the offer, the written notice described in the TRC offering documents. According to the offer documents, the offer is currently scheduled to expire at 12:01 a.m., New York City time, on September 14, 2022, but TRC may extend the offer at its discretion.
Southern Company requests that a copy of this news release be included with all distributions of materials related to TRC’s offer for shares of Southern Company common stock.
About Southern Company
Southern Company is a leading energy company serving 9 million customers through its subsidiaries. The company provides clean, safe, reliable and affordable energy through electric operating companies in three states, natural gas distribution companies in four states, a competitive generation company serving wholesale customers across America, a leading distributed energy infrastructure company, a fiber optics network and telecommunications services. Southern Company brands are known for excellent customer service, high reliability and affordable prices below the national average. For more than a century, we have been building the future of energy and developing the full portfolio of energy resources, including carbon-free nuclear, advanced carbon capture technologies, natural gas, renewables, energy efficiency and storage technology. Through an industry-leading commitment to innovation and a low-carbon future, Southern Company and its subsidiaries develop the customized energy solutions our customers and communities require to drive growth and prosperity. Our uncompromising values ensure we put the needs of those we serve at the center of everything we do and govern our business to the benefit of our world. Our corporate culture and hiring practices have been recognized nationally by the U.S. Department of Defense, G.I. Jobs magazine, DiversityInc, Black Enterprise, Fortune’s “World’s Most Admired Companies” list, Forbes and the Women’s Choice Award. To learn more, visit www.southerncompany.com.
