Duke Energy Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation September 18, 2007
CHARLOTTE, N.C. -
Duke Energy today announced that it has been notified of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase up to 4 million shares of Duke Energy’s common stock, representing approximately 0.317 percent of Duke Energy’s outstanding shares. TRC Capital’s offer price of $18.00 represents a 3.8 percent discount to the closing price of Duke Energy's stock on September 4, 2007 ($18.71), the day prior to the date of the offer, and a 3.1 percent discount to yesterday's closing price of $18.55.
Duke Energy recommends against stockholders tendering their shares in response to TRC Capital's unsolicited mini-tender offer. Mini-tender offers such as this one avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC), and other procedures required by United States securities laws. Duke Energy is in no way associated with TRC Capital Corporation, its mini-tender offer or the offer documentation.
Duke Energy strongly urges investors to obtain current market quotations for their shares of common stock, to consult with their financial advisors and to exercise caution with respect to TRC Capital's offer. Shareholders who may already have tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time, on Thursday, Oct. 4, 2007.
The SEC has issued an investor alert regarding mini-tender offers. The SEC has noted that, in making the offers at below-market prices, bidders are "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 advisory may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm. The Canadian Securities Administrators have also issued an advisory entitled "Mini-Tender Offers - Watch Out For Mini-Tender Offers Below Market Price!,” which may be found at www.osc.gov.on.ca/Media/NewsReleases/1999/nr_19990927_mini.jsp.
Duke Energy refers broker/dealers and other market participants in the dissemination of TRC Capital's offer to the SEC's recommendations to broker/dealers in these circumstances, which can be found at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and to Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found under the "Market Professional - Information Memos" tab on the NYSE's website at www.nyse.com.
Duke Energy, one of the largest electric power companies in the United States, supplies and delivers energy to approximately 4 million U.S. customers. The company has nearly 37,000 megawatts of electric generating capacity in the Midwest and the Carolinas, and natural gas distribution services in Ohio and Kentucky. In addition, Duke Energy has more than 4,000 megawatts of electric generation in Latin America, and is a joint-venture partner in a U.S. real estate company. Headquartered in Charlotte, N.C., Duke Energy is a Fortune 500 company traded on the New York Stock Exchange under the symbol DUK. More information about the company is available on the Internet at: www.duke-energy.com.
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