Sherwin-Williams Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation
CLEVELAND, OHIO, August 7, 2012 – The Sherwin-Williams Company (NYSE: SHW) has received notification of an unsolicited mini-tender offer by TRC Capital Corporation (TRC) to purchase up to 1,000,000 shares, or approximately 0.97 percent, of Sherwin-Williams’ outstanding common stock at a price of $129.50 per share. The offer price was 4.39% below the closing price on July 30, 2012, the day before the offer commenced.
Sherwin-Williams does not endorse TRC’s offer and recommends that shareholders do not tender their shares. TRC’s offer is a mini-tender offer at a price below the current market price for Sherwin-Williams shares and is subject to numerous conditions. Sherwin-Williams strongly recommends that shareholders obtain current market quotes for their shares, review the conditions to the offer, consult with their financial advisor and exercise caution with respect to TRC’s offer. Sherwin-Williams is not associated in any way with TRC, this unsolicited offer or the documents related to this offer.
According to TRC’s current offer documents, shareholders who have already tendered their shares may withdraw their shares at any time prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Wednesday, August 29, 2012, by following the procedures described in the offer documents.
TRC has made similar mini-tender offers for shares of other large publicly-traded companies. The Securities and Exchange Commission (SEC) has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Sherwin-Williams encourages shareholders to review the SEC’s Investor Tips regarding mini-tender offers, which may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
Founded in 1866, The Sherwin-Williams Company is a global leader in the manufacture, development, distribution, and sale of coatings and related products to professional, industrial, commercial, and retail customers. The company manufactures products under well-known brands such as Sherwin-Williams®, Dutch Boy®, Krylon®, Minwax®, Thompson’s® Water Seal®, and many more. With global headquarters in Cleveland, Ohio, Sherwin-Williams® branded products are sold exclusively through a chain of more than 4,000 company-operated stores and facilities, while the company’s other brands are sold through leading mass merchandisers, home centers, independent paint dealers, hardware stores, automotive retailers, and industrial distributors. The Sherwin-Williams Global Finishes Group distributes a wide range of products in more than 109 countries around the world. For more information, visit www.sherwin.com.