CA to Reject Unsolicited Mini-Tender Offer by TRC Capital

CA Technologies (CA Inc.) received notice of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 3,000,000 shares of CA common stock, or approximately 0.68% of CA’s outstanding common stock, at a price of $29.75 per share.

CA cautions stockholders that the offer is being made at a 4.59% discount to the closing price of $31.18 per share for the company’s common stock on February 3, 2015, the day prior to the date the offer commenced, and approximately 6.89% below today’s closing market price of $31.95.

CA does not endorse TRC Capital’s offer and recommends that stockholders reject the offer because the offer price is below the current market price for CA shares and is subject to numerous conditions, including TRC Capital’s obtaining sufficient financing necessary to consummate the offer.

CA recommends that any stockholders who have tendered shares to TRC Capital withdraw those shares by providing written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for March 6, 2015 unless the offer is extended.

The company urges investors to obtain current market price quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital’s offer.

CA is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation. The mini-tender offer is also not related to CA’s own previously announced authorization to repurchase shares of its common stock.

TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek less than 5% of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. SEC.

The 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 with the current market price.”