On March 20, 2020 Merck & Co., Inc. (NYSE:MRK), known as MSD outside the United States and Canada, reported that it has been notified that TRC Capital Investment Corporation (TRC Capital) has commenced an unsolicited "mini-tender" offer, dated March 26, 2020, to purchase up to 1,500,000 shares of Merck common stock at $73.35 per share (Press release, Merck & Co, MAR 20, 2020, View Source [SID1234555725]). The offer price is approximately 4.4% below the closing price of the Merck common stock on March 13, 2020 ($76.75), the last trading day before the date of the offer, but approximately 2.8% above the closing price of the Merck common stock today March 20, 2020 ($71.36).

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Merck does not endorse TRC Capital’s offer and recommends that Merck shareholders reject the offer and not tender their shares in response to TRC Capital’s unsolicited mini-tender offer. This mini-tender offer is at a price below the closing price for Merck’s shares (as of the day prior to the offer) and is subject to numerous conditions, including TRC Capital’s ability to obtain financing, there being no decrease to the market price of the Merck common stock since March 16, 2020, and no material worsening of the COVID-19 pandemic since March 13, 2020. Merck is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation.

TRC Capital has made similar, unsolicited mini-tender offers for shares of other publicly traded companies. Mini-tender offers seek to acquire less than five percent of a company’s outstanding shares. This lets the offering company avoid many of the disclosure and procedural requirements the U.S. Securities and Exchange Commission (SEC) requires for tender offers. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under the U.S. federal securities laws.

On its website, the SEC advises that the people behind mini tender-offers "frequently use mini-tender offers to catch shareholders off guard" and that investors "may end up selling at below-market prices." The SEC’s website also contains important tips for investors regarding mini-tender offers.

Like TRC Capital’s other offers, this one puts individual investors at risk because they may sell their shares at a discount without so realizing. Merck urges shareholders to obtain current stock quotes for their shares of Merck common stock, review the terms and conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC Capital’s mini-tender offer.

Merck shareholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. New York City time on Wednesday, April 15, 2020.

Merck encourages brokers, dealers, and other investors to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure.

Merck requests that a copy of this news release be included with all distribution of materials related to TRC Capital’s offer for shares of Merck common stock.