Altria Recommends Rejection of Mini-Tender Offer by TRC

Company Release - 9/18/2019 5:23 PM ET


RICHMOND, Va.--(BUSINESS WIRE)-- Altria Group, Inc. (Altria) (NYSE: MO) has become aware of an unsolicited “mini-tender offer” by TRC Capital Investment Corporation (TRC) for TRC to purchase in cash up to three million shares, or less than 0.2% of Altria's outstanding common stock, for $44.25 per share. Altria is in no way associated with TRC and, for the reasons described below, recommends that shareholders reject this unsolicited offer.

While TRC’s offer price is above the current market price of Altria common stock, the offer is subject to conditions which Altria believes are unlikely to be satisfied at current prices. In particular, TRC’s offer is conditioned on there having been no decrease in the market price of Altria common stock which, in TRC’s reasonable judgment, would make it inadvisable for TRC to proceed with the offer. The offer is also subject to numerous other conditions, including TRC obtaining financing for the offer. Altria further cautions shareholders that TRC can extend the offer and delay payment beyond the scheduled expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Wednesday, September 25, 2019.

Mini-tender offers seek less than 5 percent of a company’s outstanding shares. This structure allows the offering company to avoid many disclosure and procedural requirements that the U.S. Securities and Exchange Commission (SEC) requires for tender offers.

The SEC has issued an alert on its website regarding mini-tender offers. This alert advises that mini-tender offers “have been increasingly used to catch investors off guard” and that investors “may end up selling their securities at below-market prices.” Altria urges investors to obtain current market quotes for their shares of common stock, review TRC’s offer documentation carefully, consult with their financial advisors and exercise caution with TRC’s offer. Shareholders who already tendered their shares may withdraw them by providing the written notice described in the TRC offering documents before the expiration of the offer and at other times described therein.

Altria 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

Altria requests that a copy of this news release be included with all distributions of materials relating to TRC’s mini-tender offer related to shares of Altria common stock.

Altria's Profile

Altria’s wholly-owned subsidiaries include Philip Morris USA Inc. (PM USA), U.S. Smokeless Tobacco Company LLC (USSTC), John Middleton Co. (Middleton), Sherman Group Holdings, LLC and its subsidiaries (Nat Sherman), Ste. Michelle Wine Estates Ltd. (Ste. Michelle) and Philip Morris Capital Corporation (PMCC). Altria holds equity investments in Anheuser-Busch InBev SA/NV (ABI), JUUL Labs, Inc. (JUUL) and Cronos Group Inc. (Cronos).

The brand portfolios of Altria’s tobacco operating companies include Marlboro®, Black & Mild®, Copenhagen® and Skoal®. Ste. Michelle produces and markets premium wines sold under various labels, including Chateau Ste. Michelle®, Columbia Crest®, 14 Hands® and Stag’s Leap Wine Cellars™, and it imports and markets Antinori®, Champagne Nicolas Feuillatte™ and Villa Maria Estate™ products in the United States. Trademarks and service marks related to Altria referenced in this release are the property of Altria or its subsidiaries or are used with permission.

More information about Altria is available at and on the Altria Investor app, or follow Altria on Twitter, Facebook and LinkedIn.

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Source: Altria Group, Inc.

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