Fortive Corporation Warns Shareholders Against TRC Bid

Fortive Corporation's Recommendations on TRC Capital's Offer

Fortive Corporation (NYSE: FTV) has recently alerted its shareholders about an unsolicited mini-tender offer extended by TRC Capital Investment Corporation. This offer proposes to purchase up to 1,500,000 shares, equating to about 0.44% of Fortive's total outstanding common stock, at a price of $75.00 per share. It is important to note that the offer price reflects a 4.93% discount compared to Fortive's closing stock price on the last trading day before TRC's offer.

Reasons to Reject TRC's Mini-Tender Offer

The Fortive executive team is strongly urging shareholders to reject this unsolicited offer. The primary reason for this recommendation is that the offered price is below the current market value of Fortive's shares. Additionally, the offer has numerous terms and conditions attached to it, creating further complications for shareholders. Fortive encourages any investors who may have already submitted their shares to TRC to rescind their offers promptly by providing written notice as outlined in the offer documentation before its expiration.

Understanding Mini-Tender Offers

Mini-tender offers are strategies often utilized by various investors, allowing them to seek less than five percent of a company’s outstanding shares. This method allows bidders to bypass several investor protections mandated for larger tender offers under U.S. securities regulations. The U.S. Securities and Exchange Commission (SEC) has raised concerns about these types of offers, indicating that they may be below market values and can mislead investors who may not have compared the offer price with the actual market price.

Fortive’s Position and Historical Context

Historically, TRC Capital has attempted similar unsolicited offers for Fortive in previous years, including one made back in 2021. Additionally, TRC has engaged in similar acquisition tactics with other public companies, raising consistent concerns about investor awareness and protections in these scenarios. Fortive is not affiliated with TRC or its offer processes, ensuring clarity in its stance on such unsolicited tender offers.

Investor Caution and Guidance

In light of this mini-tender offer, Fortive strongly recommends that investors seek current market prices for Fortive common stock and to consult with their brokers or financial advisors before making any decisions regarding TRC's proposal. Being cautious and well-informed will empower shareholders to make the best choices concerning their investments.

About Fortive Corporation

Fortive Corporation is an innovative leader in providing essential technologies aimed at enhancing connected workflow solutions among diverse markets. The organization comprises strategic segments including Intelligent Operating Solutions, Precision Technologies, and Advanced Healthcare Solutions, encompassing a variety of renowned brands that dominate their respective markets. Fortive specializes in the design, development, service, manufacture, and marketing of industry-leading products and services, all while fostering a culture focused on continuous improvement through the Fortive Business System.

Headquartered in Everett, Washington, Fortive boasts a dedicated team of over 18,000 employees engaged in research and development, manufacturing, sales, distribution, service, and administration across more than 50 countries globally. Strengthening its commitment to innovation and excellence, Fortive remains a crucial player in the technology and engineering sector.

Frequently Asked Questions

What should Fortive shareholders do regarding TRC's offer?

Fortive advises shareholders to reject TRC's unsolicited mini-tender offer due to the low offer price compared to current market values.

Why are mini-tender offers concerning?

Mini-tender offers often bypass investor protections, leading to offers at below-market prices and confusion among investors.

Has TRC made offers to Fortive before?

Yes, TRC made a similar unsolicited mini-tender offer to Fortive in 2021.

What steps should shareholders take if they submitted shares to TRC?

Shareholders should withdraw their shares by providing written notice as specified in the offer documents before the expiration date.

Where can Fortive investors seek more information?

Investors are encouraged to consult their brokers or financial advisors for the latest market quotations and further guidance.

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