WILMINGTON, Del., June 25, 2019 — Corteva, Inc. (NYSE:CTVA) (www.corteva.com), a global leader in seed and crop protection, has been notified of an unsolicited “mini-tender” offer by TRC Capital Corporation (“TRC”) to purchase up to 5,000,000 shares, or approximately 0.67 percent, of the outstanding common stock of Corteva at a price of $26.00 per share in cash. TRC’s offer price is approximately 4.45 percent less than the $27.21 closing price of Corteva’s common stock on June 21, 2019, the day before the mini-tender offer commenced, and is approximately 7.18 percent less than the $28.01 closing price of Corteva’s common stock on June 24, 2019.
Corteva does not endorse TRC’s mini-tender offer and recommends that Corteva stockholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the market price for Corteva shares (as of the date Corteva received notice of the offer) and is subject to numerous conditions. According to TRC’s offer documents, Corteva stockholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m. New York City time, on Wednesday, July 24, 2019, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents. Corteva urges stockholders to obtain current market quotes for their shares, to review the conditions to TRC’s mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to this mini-tender offer. Corteva is not associated with TRC, its mini-tender offer or the offer documentation.
TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (“SEC”) that apply to offers for more than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about these 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 on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
Corteva 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 www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD’s Notice to Members 99-53 issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf. Corteva requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer.
About Corteva Agriscience
Corteva Agriscience provides farmers around the world with the most complete input portfolio in the industry to enable them to maximize yield and profitability — including some of the most recognized brands in agriculture: Pioneer®, Granular®, Brevant™ seeds, as well as award-winning Crop Protection products — while bringing new products to market through its robust pipeline of active chemistry and technologies. The company is committed to working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. Corteva Agriscience became an independent public company on June 1, 2019, and was previously the Agriculture Division of DowDuPont. More information can be found at www.corteva.com.
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® TM SM Trademarks and service marks of Dow AgroSciences, DuPont or Pioneer, and their affiliated companies or their respective owners.
Gregg M. Schmidt