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Agilent Advises Shareholders to Reject Unsolicited Mini-tender Offer

NEW YORK (GenomeWeb) – Agilent Technologies said after the close of the market on Monday that it has received notice of an unsolicited mini-tender offer by TRC Capital to purchase up to 2.5 million shares of Agilent's common stock, or about .75 percent of the company's outstanding stock, at $41.55 per share. 

Agilent is advising its shareholders to reject the offer, saying that TRC Capital has acknowledged that its share price offer is more than 4 percent below the closing price of Agilent's shares on April 15, the last trading day before the mini-tender offer commenced. 

Mini-tender offers are for less than 5 percent of a company's shares and are designed to circumvent many investor protections, including disclosures mandated by US securities laws, Agilent said, adding that such offers expose investors to risks to which larger tender offers would not expose them.   

The Santa Clara, Calif.-based company also said that the US Securities and Exchange Commission has warned investors about mini-tender offers, saying "'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.'" 

Agilent advises that any of its shareholders who have tendered shares to TRC Capital withdraw those shares before the expiration of the offer, scheduled for 12:01 AM ET, May 15. 

Agilent further noted that TRC Capital has made other similar mini-tender offers for other public firms' shares Including Celgene, American Electric Power, Electronic Arts, United Technologies, and UPS, among other firms. 

Agilent's shares closed on Monday up a fraction of 1 percent at $43.19 on the New York Stock Exchange.

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