News Details

Visa Recommends Class A Common Stockholders Reject Mini-Tender Offer by TRC Capital Corporation

01/22/2019

SAN FRANCISCO--(BUSINESS WIRE)-- Visa Inc. (NYSE: V) has been notified of an unsolicited “mini-tender offer” by TRC Capital Corporation to purchase up to 1 million shares of its Class A common stock, representing approximately 0.057% of Visa’s outstanding shares of Class A common stock.

TRC Capital’s offer price of $131.95 is 4.43% below the closing price of Visa’s Class A common stock on January 11, 2019, the last trading day prior to the date of the offer.

Visa recommends stockholders do not tender their shares in response to this unsolicited mini-tender offer. Mini-tender offers, such as this one by TRC Capital, avoid many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.

Visa is in no way associated with TRC Capital Corporation, the mini-tender offer or the offer documentation.

Visa urges Class A common stockholders to obtain current market quotations for their shares of Class A common stock, to consult their broker or financial advisor, and to exercise caution with respect to TRC Capital’s offer.

The SEC has issued “Tips for Investors” regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, 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 website at http://www.sec.gov/investor/pubs/minitend.htm. TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies.

Visa recommends that Class A common stockholders who have not responded to TRC Capital’s offer take no action. Visa Class A common stockholders who have already tendered their shares may withdraw their shares 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 Wednesday, February 13, 2019.

Visa urges broker-dealers and other market participants in the dissemination of the offer to review the SEC’s recommendations to broker-dealers in these circumstances, which can be found on the SEC website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the NYSE on September 28, 2001, which can be found on the NYSE website at https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf regarding the dissemination of mini-tender offer materials.

Visa requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer.

About Visa Inc.

Visa Inc. (NYSE: V) is the world’s leader in digital payments. Our mission is to connect the world through the most innovative, reliable and secure payment network - enabling individuals, businesses and economies to thrive. Our advanced global processing network, VisaNet, provides secure and reliable payments around the world, and is capable of handling more than 65,000 transaction messages a second. Our relentless focus on innovation is a catalyst for the rapid growth of connected commerce on any device, and a driving force behind the dream of a cashless future for everyone, everywhere. As the world moves from analog to digital, Visa is applying our brand, products, people, network and scale to reshape the future of commerce. For more information, visit usa.visa.com/about-visa.html, https://usa.visa.com/visa-everywhere/blog.html and @VisaNews.

Investor Relations
Mike Milotich, +1 650-432-7644, InvestorRelations@visa.com

Media Relations
Will Stickney, +1 415-805-4892, GlobalMedia@visa.com

Source: Visa Inc.