Wednesday 10 August 2022

Keurig Dr Pepper recommends stockholders reject “mini-tender” offer

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BURLINGTON, Mass. and FRISCO, Texas, USA – Keurig Dr Pepper Inc. announced on June 23, 2022 that it has been notified of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation (“TRC Capital”) to purchase up to 4,000,000 shares of Keurig Dr Pepper’s common stock at an offer price of $32.85 net per share in cash, which is an approximate 4.37% discount to the $34.35 per share closing price of Keurig Dr Pepper’s common stock on the Nasdaq Stock Market on June 17, 2022, the last trading day before the commencement of TRC Capital’s mini-tender offer, and an approximate 5.82% discount to the $34.88 per share closing price of Keurig Dr Pepper’s common stock on June 22, 2022.

Keurig Dr Pepper does not endorse TRC Capital’s mini-tender offer and is not associated in any way with TRC Capital, its mini-tender offer or its mini-tender offer documents.

Keurig Dr Pepper recommends that its stockholders reject the offer and not tender their shares in response to TRC Capital’s below-market offer. This mini-tender offer is at a price below the market price for Keurig Dr Pepper’s common stock (as of yesterday’s close) and is subject to a number of conditions, including, among others, TRC Capital’s ability to obtain debt financing sufficient, together with cash on hand, to consummate the offer.

TRC Capital has made similar mini-tender offers for the shares of other companies. TRC Capital’s mini-tender offer seeks less than 5% of Keurig Dr Pepper’s outstanding common stock, thereby avoiding many disclosure requirements and procedural protections of the Securities and Exchange Commission (“SEC”). The SEC has cautioned investors about mini-tender offers in an investor alert, advising 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 cautionary alert for investors regarding mini-tender offers is on its website at: https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

Stockholders should obtain current market quotations for their shares of Keurig Dr Pepper common stock, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital’s mini-tender offer. Stockholders who have already tendered shares are advised that they may 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 12:01 a.m., New York City time, on Thursday, July 21, 2022.

Keurig Dr Pepper 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 https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Keurig Dr Pepper requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer for Keurig Dr Pepper common stock.

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