South Bow Corp. Urges Shareholders to Consider Their Options Carefully

South Bow Corp's Response to TRC Capital's Mini-tender Offer

CALGARY, Alberta -- South Bow Corp. (TSX & NYSE: SOBO) stands firmly against the unsolicited "mini-tender" offer made by TRC Capital Investment Corp. that seeks to acquire up to 3 million shares of South Bow common stock. This number represents roughly 1.4% of the total shares available. The proposed acquisition price of C$31.95 per share is considerably below the market value of South Bow shares, prompting the company to advise its shareholders to reject this offer.

The Risks of Accepting Below-market Offers

South Bow Corporation is cautioning its shareholders regarding the implications of accepting such a mini-tender offer, which is below market value. Specifically, TRC Capital has proposed a price that reflects a 4.6% discount relative to South Bow's closing price on the Toronto Stock Exchange and the New York Stock Exchange as of the last trading day prior to the offer being announced. This discount increases to 7.4% in comparison to prices recorded recently.

Importance of Market Awareness

In light of this situation, shareholders are encouraged to remain informed about the current market conditions and the actual value of their shares. It's crucial for investors to consult with brokers or financial advisors, especially those who may have already accepted the mini-tender offer. Those shareholders should look into the avenues available for withdrawing their shares as detailed in TRC Capital’s documentation.

Understanding Mini-tender Offers

TRC Capital has a history of issuing similar unsolicited mini-tender offers to public companies. Such offers can sidestep many of the investor protections that are standard in legitimate tender offers regulated by both Canadian and U.S. securities laws. Regulatory authorities like the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) have highlighted potential risks associated with these types of offers, indicating that they can often lure unsuspecting investors into selling their shares at inadequate prices.

SEC Guidelines for Evaluating Offers

The SEC has raised concerns regarding mini-tender offers, emphasizing that they frequently target investors who may not be fully aware of the market prices of their securities. They advise that mini-tender offers, like TRC Capital's, are made with the hope that investors may not perform due diligence by comparing the offered price to current values. The SEC provides valuable resources to help investors navigate these scenarios.

Advising Brokers and Market Participants

Brokers and market professionals are also urged to proceed cautiously and analyze any mini-tender offers they encounter. The SEC has issued guidance on the best practices for assessing these offers and ensuring that comprehensive disclosure and due diligence are followed.

South Bow Corp's Commitment to Shareholders

South Bow remains steadfast in its commitment to its shareholders and requests that this information be disseminated within any materials related to TRC Capital's recent offer.

About South Bow Corp.

South Bow operates a vast pipeline network, connecting 4,900 kilometers (3,045 miles) of crude oil infrastructure from Alberta to key U.S. refining markets including Illinois and Oklahoma. As a spin-off from TC Energy, South Bow takes pride in delivering secure and reliable transportation services for crude oil, maintaining a strategic position in the market. The company officially began its operations as an independent entity recently and continues to focus on excellence in service and safety.

Contact Information

Investor Relations: Martha Wilmot
Email: investor.relations@southbow.com

Media Relations: Katie Stavinoha
Email: communications@southbow.com

Frequently Asked Questions

What is the TRC Capital mini-tender offer?

The mini-tender offer from TRC Capital is an unsolicited proposal to purchase shares of South Bow Corp. at a price below the current market value.

Why is South Bow Corp. rejecting the offer?

South Bow Corp. is advising shareholders to decline the offer due to the below-market price and potential risks associated with mini-tender offers.

What should shareholders do if they have accepted the offer?

Shareholders who have tendered their shares are encouraged to review TRC Capital's withdrawal procedures to reclaim their shares if they desire.

Are mini-tender offers common?

Yes, mini-tender offers occur frequently, and investors are advised to be cautious as these offers often lack the protections afforded by traditional tender offers.

Where can I find more information on mini-tender offers?

The SEC and CSA have published guidelines and resources that can help investors understand the implications of mini-tender offers better.

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