COLUMBUS, Ohio, April 10, 2015 – American Electric Power (NYSE: AEP) has received notification of an unsolicited “mini-tender” offer by TRC Capital Corporation, a private Canadian investment company, to purchase up to 2 million shares of AEP’s common stock, or approximately 0.41 percent of the company’s outstanding shares, at a price of $53.45 per share. TRC Capital’s offer price is 4.52 percent below the $55.98 closing price of AEP shares on April 8, 2015, the day before the offer commenced.
AEP does not endorse TRC Capital’s mini-tender offer and recommends that shareholders reject this unsolicited offer for the reasons described below.
TRC Capital has made similar mini-tender offers for 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). As a result, mini-tender offers do not provide investors with the same level of protections provided by larger tender offers under U.S. securities laws. AEP is in no way associated with TRC Capital, its mini-tender offer or the offer documentation.
The SEC has issued an investor alert regarding 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.” The SEC’s investor tips regarding mini-tender offers may be found at http://www.sec.gov/investor/pubs/minitend.htm.
AEP urges investors to obtain current market quotations for their shares of common stock, consult with their financial advisors and exercise caution with respect to TRC Capital's offer. Shareholders who may already have tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer, currently scheduled for 12:01 a.m. Eastern Daylight Time, May 8, 2015.
AEP encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
AEP requests that a copy of this news release be included with all distributions of materials related to TRC Capital’s offer for shares of AEP’s common stock.
American Electric Power is one of the largest electric utilities in the United States, delivering electricity to more than 5.3 million customers in 11 states. AEP ranks among the nation’s largest generators of electricity, owning nearly 38,000 megawatts of generating capacity in the U.S. AEP also owns the nation’s largest electricity transmission system, a more than 40,000-mile network that includes more 765-kilovolt extra-high voltage transmission lines than all other U.S. transmission systems combined. AEP’s transmission system directly or indirectly serves about 10 percent of the electricity demand in the Eastern Interconnection, the interconnected transmission system that covers 38 eastern and central U.S. states and eastern Canada, and approximately 11 percent of the electricity demand in ERCOT, the transmission system that covers much of Texas. AEP’s utility units operate as AEP Ohio, AEP Texas, Appalachian Power (in Virginia and West Virginia), AEP Appalachian Power (in Tennessee), Indiana Michigan Power, Kentucky Power, Public Service Company of Oklahoma, and Southwestern Electric Power Company (in Arkansas, Louisiana and east Texas). AEP’s headquarters are in Columbus, Ohio.