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25 January 2013

First Solar urges stockholders to reject TRC Capital Corp’s mini-tender offer

First Solar Inc of Tempe, AZ, USA, which manufactures thin-film photovoltaic modules based on cadmium telluride (CdTe), says it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation (TRC) to purchase up to 2,000,000 shares (approximately 2.3%) of the outstanding First Solar common stock at a price of $30.00 per share in cash. TRC's offer price is approximately 5% less than the $31.58 closing price of First Solar's common stock on 22 January 2013, the day before the mini-tender offer commenced.

First Solar adds that it does not endorse TRC's mini-tender offer and recommends that First Solar stockholders do not tender their shares in response to the offer because it is below the market price for First Solar shares (as of the date the offer was received). According to TRC's offer documents, First Solar stockholders who have already tendered their shares may withdraw their shares at any time before 12:01 am, New York City time, 22 February 2013.

First Solar urges stockholders to obtain current market quotes for their shares, and to exercise caution with respect to this offer. According to First Solar, mini-tender offers are designed to acquire less than 5% of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (SEC) that apply to offers exceeding 5% of 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, saying 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."

Tags: First Solar Thin-film photovoltaic CdTe




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