Celanese Recommends Shareholders Reject "Mini-Tender" Offer by TRC Capital Investment Corporation
Celanese Corporation (NYSE:CE) today announced that it received notice of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation ("TRC Capital") to purchase up to 1,500,000 shares of Celanese's common stock at an offer price of $65.50 per share in cash, which is approximately 4.49 percent lower than the $68.58 per share closing price of Celanese's common stock on December 13, 2024, the last trading day before the commencement of TRC Capital's mini-tender offer.
Celanese does not endorse TRC Capital's unsolicited mini-tender offer and is not associated in any way with TRC Capital, its mini-tender offer, or its mini-tender offer documents.
Celanese recommends that shareholders not tender their shares in response to TRC Capital's offer, or, if shareholders have already tendered shares, that they withdraw their shares by providing the written notice described in the TRC Capital mini-tender offer documents prior to the expiration of the offer, currently scheduled for one minute after 11:59 p.m., New York City time, on Thursday, January 16, 2025. TRC Capital has included in the terms of its offer a condition that the closing price of Celanese's shares must not decrease by more than 5% from the close of trading on December 13, 2024 and the offer is also subject to a number of other conditions. There is no guarantee the conditions of the offer will be satisfied.
Because TRC Capital's mini-tender offer is for less than 5 percent of Celanese's outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission ("SEC") rules that are designed to protect investors. TRC Capital has made similar unsolicited mini-tender offers for stock of other public companies. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at https://www.sec.gov/investor/pubs/minitend.htm.
Celanese encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
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 unsolicited mini-tender offer.
Celanese requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to Celanese's common stock.
About Celanese
Celanese is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. Our businesses use our chemistry, technology and commercial expertise to create value for our customers, employees and shareholders. We support sustainability by responsibly managing the materials we create and growing our portfolio of sustainable products to meet customer and societal demand. We strive to make a positive impact in our communities and to foster inclusivity across our teams. Celanese is a Fortune 500 company that employs approximately 12,400 employees worldwide with 2023 net sales of $10.9 billion.
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