Celanese Shareholders: Reject TRC Capital's Mini-Tender Offer

Celanese Corporation (NYSE: CE) has issued a warning to its shareholders, urging them to reject an unsolicited "mini-tender" offer by TRC Capital Investment Corporation (TRC Capital). The offer, which is for up to 1,500,000 shares of Celanese's common stock at an offer price of $65.50 per share, is approximately 4.49% lower than the closing price of $68.58 on December 13, 2024. Celanese has explicitly disassociated itself from the offer and recommends that shareholders not tender their shares in response to TRC Capital's unsolicited mini-tender offer.

Celanese's recommendation is based on several factors, including the below-market pricing of the offer, the conditional nature of the offer, and the regulatory loopholes that TRC Capital is exploiting. The offer is subject to numerous conditions, including that Celanese's share price must not decrease by more than 5% from the close of trading on December 13, 2024. This condition provides TRC Capital with multiple exit opportunities, as it can terminate the offer if the share price decreases by more than 5%. Additionally, the tight deadline for the offer, which is currently scheduled to expire on January 16, 2025, creates artificial pressure on shareholders to make a decision quickly.

TRC Capital's mini-tender offer is structured to bypass many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. By structuring the offer for less than 5% of Celanese's outstanding shares, TRC Capital is able to avoid many of these important investor protection requirements. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at . Celanese encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at .

Shareholders should obtain current market quotations for their shares, consult with their brokers or financial advisors, and exercise caution with respect to TRC Capital's unsolicited mini-tender offer. Celanese requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to Celanese's common stock.

Celanese is a global leader in chemistry, producing specialty material solutions used across most major industries and consumer applications. The company's businesses use its chemistry, technology, and commercial expertise to create value for its customers, employees, and shareholders. Celanese supports sustainability by responsibly managing the materials it creates and growing its portfolio of sustainable products to meet customer and societal demand. The company strives to make a positive impact in its communities and to foster inclusivity across its teams. Celanese is a Fortune 500 company that employs approximately 12,400 employees worldwide with 2023 net sales of $10.9 billion.

"Celanese Shareholders: Reject TRC Capital's Mini-Tender Offer"
Insert chart showing Celanese's stock price performance over the past year

In conclusion, Celanese shareholders should carefully evaluate TRC Capital's unsolicited mini-tender offer and consider the potential risks and uncertainties before deciding whether to tender their shares. The offer's below-market pricing, conditional nature, and regulatory loopholes make it a concerning development that shareholders should carefully evaluate. Celanese's recommendation to reject the offer and the company's proactive stance in requesting the inclusion of its warning in all offer-related materials demonstrate proper corporate governance and shareholder protection measures. Shareholders should exercise caution and consult current market quotations before making a decision.