Ralph Lauren tells shareholders to reject TRC Capital purchase offer

Ralph Lauren Corporation said it has told its shareholders to reject TRC Capital’s offer to purchase from the Company’s stockholders up to 1.5 million shares of Class A Common Stock of the Company at $72 per share.

The offering price is 4.31% below the closing price of the Stock on July 28, 2017, the last trading day before the commencement of the offer. The offer is for approximately 2.71% of the outstanding shares of the Stock.

The Company does not endorse TRC Capital’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares because the offer is at a price below the current market price for the Stock and subject to numerous conditions. The Company is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

TRC Capital has made many similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, are third-party offers that seek to acquire less than 5% of a company’s outstanding shares. Consequently, these offers avoid many of the investor protections afforded for large tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (the “SEC”), and other procedures required by U.S. securities laws.

The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”

The Company recommends that stockholders obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial advisor and exercise caution with respect to TRC Capital’s mini-tender offer. The Company also recommends that stockholders who have not responded to TRC Capital’s offer take no action. Stockholders who have already tendered their shares may withdraw them at any time prior to 12:01 a.m., New York City time, on August 29, 2017, according to TRC Capital’s offering documents. TRC Capital may extend the offering period at its discretion.


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