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ADVANCED MICRO: TRC Capital Offers Mini-Tender of 5 Mln Shares
Advanced Micro Devices Inc. has been notified of a "mini-tender" offer by TRC Capital Corporation to purchase up to 5 million shares of the company’s common stock, which represents about .90 percent of its outstanding shares.
AMD cautions its stockholders that TRC's unsolicited “mini- tender” offer of US$13.25 per share was more than 5 percent below the US$14.02 per share closing price of AMD stock on October 10, 2007, the day before the “mini-tender” offer was commenced and about 9 percent below the US$14.55 per share closing price of AMD stock on October 18, 2007.
AMD recommends against tendering shares in response to this unsolicited below-market offer. AMD does not in any way recommend or endorse the TRC Capital Corporation “mini-tender” offer, and AMD is in no way associated with TRC Capital Corporation, the “mini-tender” offer or the offer documentation.
TRC Capital has a history of making “mini-tender” offers for the shares of other companies for its profit. These offers are devised to seek less than 5 percent of a company's outstanding shares, thereby avoiding many procedural and disclosure requirements of the U.S. Securities and Exchange Commission because they are below the SEC's threshold to provide such disclosure and procedural protections for investors.
The SEC has issued an investor alert regarding these “mini- tender” 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." Investors are urged to consult with their broker or financial advisor on such matters.
AMD stockholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital Corporation offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time, on Friday, November 9, 2007.
About AMD
Advanced Micro Devices Inc. -- http://www.amd.com/ -- (NYSE: AMD) designs and manufactures microprocessors and other semiconductor products.
The company has a facility in Singapore. It has sales offices in Belgium, France, Germany, the United Kingdom, Mexico and Brazil.
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As reported in the Troubled Company Reporter on Aug. 14, 2007, Standard & Poor's Ratings Services affirmed its B/Negative/-- corporate credit rating on Sunnyvale, California-based Advanced Micro Devices Inc. At the same time, S&P assigned its 'B' rating to the company's US$1.5 billion 5.75% senior convertible notes due 2012, and raised the rating on the company's existing senior unsecured debt to 'B' from 'B-', because the company no longer has secured debt in its capital structure.
As reported in the Troubled Company Reporter on Aug. 13, 2007, Fitch Ratings has assigned a 'CCC+/RR6' rating to Advanced Micro Devices Inc.'s private placement of US$1.5 billion 5.75% convertible senior notes due 2012. The 'CCC+/RR6' rating also applies to up to US$225 million of additional notes issued within the next 30 days to cover over-allotments. The 'BB-/RR2' rating on AMD's US$1.69 billion Term Loan B due 2010 is affirmed and withdrawn, as the company will use net proceeds from debt issuance, as well as available cash, to fully repay the term loan.
Fitch also affirmed the company's Issuer Default Rating at 'B'; and Senior unsecured debt at 'CCC+/RR6'.
As reported in the Troubled Company Reporter on July 26, 2007, Standard & Poor's Ratings Services affirmed its 'B/Negative/--' corporate credit rating on Sunnyvale, California-based Advanced Micro Devices Inc. At the same time, Standard & Poor's lowered the rating on the company's 7.75% senior notes due 2012 to 'B-' from 'BB-', which is now rated the same as the company's other senior unsecured notes, reflecting release of the collateral securing the issue.
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