|AMERICAN INTERNATIONAL GROUP, INC. DOES NOT ENDORSE BELOW MARKET MINI-TENDER OFFER BY TRC CAPITAL CORPORATION|
|PDF Version |
NEW YORK, Jul 29, 2005 -- American International Group, Inc. (AIG) announced today that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation (TRC Capital), a private Canadian investment company. AIG has received a copy of the Offer to Purchase documents, dated July 27, 2005, pursuant to which TRC Capital has offered to purchase for cash up to 2,000,000 outstanding shares of Common Stock of AIG. The offer price of $58.10 net per share represents a 3.6% discount to the $60.30 closing price for AIG's Common Stock on the New York Stock Exchange (NYSE) on July 26, 2005, the day before the date of the Offer to Purchase documents and a 3.5% discount to today's $60.20 per share closing price.
AIG does not recommend or endorse this offer, and AIG is not affiliated in any way with TRC Capital, the offer or the Offer to Purchase documents.
The Securities and Exchange Commission (SEC) has issued "Investor Tips" regarding 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" and that "mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website at http://www.sec.gov/investor/pubs/minitend.htm.
AIG urges investors to obtain current market quotations for their shares of Common Stock, consult with their broker or financial advisor and exercise caution with respect to TRC Capital's offer.
AIG shareholders are advised that TRC Capital's offer is subject to numerous conditions, including there being no changes in general market conditions or business that in TRC Capital's judgment may have a material adverse effect on AIG, there being no decrease in the market price of AIG Common Stock, and there being available financing for the purchase on terms satisfactory to TRC Capital. TRC Capital has also reserved the right, in its reasonable discretion, to extend the period of time during which the offer remains open, thereby possibly delaying payment for shares of AIG Common Stock tendered in the offer, or to amend its offer in any other respect.
AIG understands that TRC Capital has made many such mini-tender offers in the past with respect to other companies. Mini-tender offers are third-party offers which seek to acquire less than five percent of a company's outstanding shares and thereby avoid many procedural protections and disclosure and dissemination requirements of the SEC that apply to offers for more than five percent of a company's outstanding shares. The TRC Capital offer for 2,000,000 shares of AIG Common Stock represents an offer for about 0.077% of the total outstanding AIG Common Stock. AIG shareholders who have already tendered shares in the offer are advised that they may withdraw their shares as described in TRC Capital's Offer to Purchase documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m., New York City time, on Thursday, August 25, 2005, unless TRC Capital extends the offering period.
AIG draws the attention of broker-dealers and other market participants in the dissemination of the offer to the SEC's recommendations to broker-dealers in these circumstances, which can be found on the SEC's website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to Information Memo Number 01-27 issued by the NYSE on September 28, 2001 regarding the dissemination of mini-tender offer materials, which can be found under the "Market Professionals -- Information Memos" tab on the NYSE's website at http://www.nyse.com/. AIG requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's mini-tender offer.
American International Group, Inc. (AIG), world leaders in insurance and financial services, is the leading international insurance organization with operations in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's Common Stock is listed in the U.S. on the New York Stock Exchange and ArcaEx, as well as the stock exchanges in London, Paris, Switzerland and Tokyo.
SOURCE: American International Group, Inc.
American International Group, Inc.