NetApp Recommends Shareholders Reject Unsolicited Mini-Tender Offer

NetApp, Inc. received notice of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 3 million shares of NetApp’s common stock at a price of $28.25 per share in cash.

The offering price is 4.56% below the closing price per share of NetApp’s common stock on September 30, 2015, the last trading day before the commencement of the offer. The offer is for approximately 1.02% of the outstanding shares of NetApp common stock.

NetApp does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that shareholders not tender their shares. NetApp is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

TRC Capital has made many similar mini-tender offers for shares of other companies. Because TRC Capital’s mini-tender offer is for less than 5% of NetApp’s outstanding shares, it is not subject to many of the disclosure and procedural requirements of the U.S. SEC that are designed to protect investors. 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 to the current market price.”

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. NetApp recommends that shareholders who have not responded to TRC Capital’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time on Friday, October 30, 2015, in accordance with TRC Capital’s offering documents.

SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures