What is a mini-tender offer?

A mini-tender offer is a type of tender offer where the bidder offers to purchase a percentage of a company's outstanding shares that is less than 5% of the total outstanding shares. These offers are often made at a price below the current market price and can be confusing for investors.

Why is SLB alerting investors to this offer?

SLB is filing this report to inform its shareholders about an unsolicited offer that they do not endorse. The company wants to ensure investors are aware that the offer price is below the market price and that SLB recommends against participating, to protect shareholders from potentially unfavorable terms.

What action should shareholders take if they receive this offer?

SLB's recommendation is to not tender their shares. Investors who have already tendered their shares have the right to withdraw them before the offer's expiration, and they should consult TRC Capital's offering documents for specific instructions on how to do so.

Is TRC Capital related to SLB?

No, SLB explicitly states in the filing that they are not associated in any way with TRC Capital, its mini-tender offer, or its offering documents. This is an unsolicited offer from a third party.

SLB 8-K SEC Disclosure — Jun 20, 2017

Summary

SLB Limited/NV (SLB) filed an 8-K on June 20, 2017, to disclose an unsolicited "mini-tender" offer from TRC Capital Corporation. TRC Capital is attempting to purchase up to 2,000,000 shares of SLB common stock at $65.63 per share. This offer price is approximately 4.29% lower than SLB's closing stock price on June 16, 2017. The shares targeted represent a minimal portion, about 0.14%, of SLB's outstanding common stock. SLB's management explicitly stated that the company does not endorse TRC Capital's offer and is not affiliated with TRC Capital or its offer documents. The company is advising its shareholders to not tender their shares and has provided information regarding the withdrawal rights for those who may have already tendered. This filing serves as a crucial alert to investors regarding a potentially unfavorable offer impacting a small fraction of their holdings.

Key Highlights

1SLB is responding to an unsolicited mini-tender offer from TRC Capital Corporation.
2TRC Capital is offering to purchase up to 2,000,000 SLB shares at $65.63 per share.
3The offer price is below SLB's recent market trading price ($68.57 as of June 16, 2017).
4The offer represents a discount of approximately 4.29% to the recent closing price.
5The shares sought in the offer constitute only about 0.14% of SLB's outstanding common stock.
6SLB explicitly states it does not endorse the mini-tender offer and recommends shareholders do not tender their shares.
7Shareholders who have already tendered can withdraw their shares before the offer expiration date (July 19, 2017, unless extended).

SLB LIMITED/NV 8-K Report, Corporate Update (Jun 20, 2017)

Summary

Key Highlights

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