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Actionable news in RAI: REYNOLDS AMERICAN Inc,

Reynolds American: By Trc Capital Corporation

The following excerpt is from the company's SEC filing.

Reynolds American Inc. (NYSE-RAI) has received notice of an unsolicited mini-tender offer by TRC Capital Corporation (TRC Capital) to purchase up to 2 million shares of RAIs common stock at a price of $43.95 per share in cash. The offering price is approximately 4.41 percent below the closing price per share of RAIs common stock on Nov. 3, 2015, the last trading day before the offer was commenced. The offer is for approximately 0.14 percent of the outstanding shares of RAIs common stock.

RAI does not endorse TRC Capitals unsolicited mini-tender offer and r ecommends that shareholders do not tender their shares. RAI is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation.

TRC Capital has made many similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers seek less than 5 percent of a companys outstanding shares, and thus are not subject to many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.

The SEC has cautioned investors about 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...


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