Kroger Urges Rejection of Tender Offer

CINCINNATI — Kroger Co. here is urging its investors to reject a “mini-tender” offer from a Canadian investment company.

In a statement, Kroger said it had been notified of an unsolicited offer by TRC Capital to purchase up to 3 million shares directly from shareholders at a price of $24 per share — or 3.5% below the price Kroger was trading when the offer was made.

Such “mini-tender” offers differ from traditional tender offers in that they involve less than 5% of a company’s outstanding shares and thereby skirt regulatory and disclosure protections for investors, according to the Securities and Exchange Commission.

TRC has a history of making similar offers to other public companies — most recently auto parts maker BorgWarner and the engineering firm Jacobs — which like Kroger, urged investors to reject.

Kroger said investors should “exercise caution” with respect to TRC’s offer.

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