Canadian investment firm TRC Capital has ruffled execs at Viacom by offering shareholders a so-called “mini-tender” — a lowball price for them to sell the firm a small stake in the company.
“Viacom does not endorse TRC’s unsolicited mini-tender offer and recommends that shareholders do not tender their shares,” it says in a release issued late today.
TRC wants to buy as much as 2.5 million of Viacom’s public Class B shares for $38.88 apiece. That’s 5.6% below today’s closing price of $41.18.
It doesn’t have to register the plan with the SEC because it makes the offer directly to other shareholders, and it involves less than 5% of the company’s stock. In this case, TRC is looking to buy about 0.72% of Viacom’s outstanding Class B shares.
The effort would not pose a threat to Executive Chairman Sumner Redstone’s clout. His movie theater company, National Amusements, controls about 80% of Viacom’s voting shares.
TRC frequently makes offers like these, though, hoping to make a quick profit. It preys on unsophisticated investors, using official-looking documents to lure them into making a bad deal.
“They count on investors jumping to the conclusion that the price offered includes the premium usually present in larger, traditional tender offers,” the SEC says, even though it may be below the trading price.
TRC’s offer for the Viacom shares expires on January 22. It has used a similar strategy with Disney, PayPal, Yahoo, AT&T, and Baxalta.