Schlumberger Cautions Shareholders on TRC's 'Mini-Tender'
Schlumberger Limited on Friday said that it has been notified of an unsolicited "mini- tender" offer by TRC Capital Corporation to purchase up to 1,500,000 shares of Schlumberger common stock, representing approximately 0.13 percent of Schlumberger outstanding shares. TRC Capital's offer price of $67.75 represents, as TRC's own offer document acknowledges, a 4.51 percent discount to the closing price of Schlumberger stock on April 3, 2007 ($70.95), the day prior to the date of the offer, and a 5.69 percent discount to yesterday's closing price of $71.84.
Schlumberger informed its shareholders that it does not recommend or endorse this offer and that the company is in no way associated with TRC Capital Corporation.
Schlumberger cautioned its shareholders that mini-tender offers such as this one avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures required by United States securities laws. Schlumberger is in no way associated with TRC Capital Corporation, its mini-tender offer or the offer documentation.
Schlumberger strongly urged shareholders to obtain current market quotations for their shares of Schlumberger common stock, to consult with their financial advisors and to exercise caution with respect to TRC Capital's offer. Shareholders who may already have tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York time, on Friday, May 4, 2007.
The SEC has issued an investor alert regarding these mini-tender offers. The SEC has noted that, in making the offers at below-market prices, bidders are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC advisory may be found at www.sec.gov/investor/pubs/minitend.htm. The Canadian Securities Administrators have also issued an advisory entitled "Mini-Tender Offers: Watch Out For Mini-Tender Offers Below Market Price!", which may be found at www.osc.gov.on.ca/Media/NewsReleases/1999/nr_19990927_mini.jsp.
Schlumberger referred broker/dealers and other market participants in the
dissemination of TRC Capital's offer to the SEC's recommendations to
broker/dealers in these circumstances, which can be found at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to Information
Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001,
regarding the dissemination of mini-tender offer materials, which can be found
under the "Market Professional - Information Memos" tab on the NYSE website at
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