Business
Diamondback Energy, Inc. Recommends that Stockholders Reject Below-Market “Mini-Tender” Offer by TRC Capital Investment Corporation
MIDLAND, Texas, July 15, 2020 (GLOBE NEWSWIRE) -- Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”) announced today that it received notice, dated July
About this update from Diamondback Energy, Inc.
[{"type":"text","content":"MIDLAND, Texas, July 15, 2020 (GLOBE NEWSWIRE) -- Diamondback Energy, Inc. (NASDAQ: FANG) (“Diamondback”) announced today that it received notice, dated July 13, 2020, of an unsolicited “mini-tender” offer made by TRC Capital Investment Corporation, a private Canadian investment company (“TRC Capital”), to purchase up to 2,500,000 shares of Diamondback common stock at a price of $37.00 per share in cash (the “TRC Capital Offer”). The TRS Capital Offer is approximately 4.96% below the closing price per share of Diamondback common stock of $38.93 on July 10, 2020, the last trading day before the TRC Capital Offer was commenced, and approximately 5.80% below the closing price per share of Diamondback common stock of $39.28 on July 14, 2020, the last trading day before the date of this press release. The TRS Capital Offer is for approximately for 1.58% of the outstanding shares of Diamondback common stock.\n Diamondback is not affiliated or associated in any way with TRC Capital, the TRC Capital Offer or the offer documentation related to the TRC Capital Offer. Diamondback recommends that stockholders reject this unsolicited offer and not tender their shares of Diamondback common stock in response to the TRC Capital Offer for the reasons described below. The price per share contemplated by the TRC Capital Offer is below the current market value for shares of Diamondback common stock. In addition, TRC Capital Offer is subject to numerous conditions, including, among others, TRC Capital’s ability to obtain financing, there being no decrease in the market price of Diamondback common stock or any decline in either the Dow Jones Industrial Average or the Standard and Poor's Composite Index of 500 Industrial Companies or the specified Nasdaq and certain other market indices in excess of 10% since July 10, 2020 and no material acceleration or worsening of the COVID-19 pandemic since July 10, 2020. TRC Capital has made many similar “mini-tender” offers for the shares of other companies. “Mini-tender” offers are designed to seek less than 5% percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (“SEC”) because they are below the SEC’s threshold to provide such disclosure and procedural protections for investors. The SEC has cautioned investors ab...