First Solar Recommends Stockholders Reject Mini-Tender Offer by TRC Capital …

January 26, 2013 by  
Filed under Solar Energy Tips

TEMPE, Ariz.–(BUSINESS WIRE)–First Solar, Inc. (Nasdaq: FSLR) has been notified of an unsolicited
“mini-tender” offer by TRC Capital Corporation (TRC) to purchase up to
2,000,000 shares, or approximately 2.3 percent, of the outstanding First
Solar common stock at a price of $30.00 per share in cash. TRC’s offer
price is approximately 5 percent less than the $31.58 closing price of
First Solar’s common stock on January 22, 2013, the day before the
mini-tender offer commenced.

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.”

First Solar does not endorse TRC’s mini-tender offer and recommends that
First Solar stockholders do not tender their shares in response to the
offer because it is a mini-tender offer at a price below the market
price for First Solar shares (as of the date First Solar received notice
of the offer) and is subject to numerous conditions. According to TRC’s
offer documents, First Solar stockholders who have already tendered
their shares may withdraw their shares at any time prior to 12:01 a.m.
New York City time, on Feb. 22, 2013, the expiration date set forth in
the offer documents (unless extended), by following the procedures
described in the offer documents. First Solar urges stockholders to
obtain current market quotes for their shares, to review the conditions
to TRC’s mini-tender offer, to consult with their brokers or financial
advisors and to exercise caution with respect to this mini-tender offer.
First Solar is not associated with TRC, its mini-tender offer or the
offer documentation.

TRC has made many similar mini-tender offers for shares of other
companies. Mini-tender offers are designed to seek to acquire less than
5 percent of a company’s outstanding shares, thereby avoiding many
disclosure and procedural requirements of the Securities and Exchange
Commission (SEC) that apply to offers for more than 5 percent of a
company’s outstanding shares. As a result, mini-tender offers do not
provide investors with the same level of protections as provided by
larger tender offers under United States securities laws.

The SEC has cautioned investors about these 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.” The SEC’s Investor Tips regarding
mini-tender offers may be found on the SEC’s website at

First Solar 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 NASD’s Notice to Members 99-53, issued July 1999, regarding guidance
to members forwarding mini-tender offers to their customers, which can
be found at
First Solar requests that a copy of this news release be included with
all distributions of materials relating to TRC’s mini-tender offer.

About First Solar, Inc.

First Solar is a leading global provider of comprehensive photovoltaic
(PV) solar systems which use its advanced thin-film modules. The
company’s integrated power plant solutions deliver an economically
attractive alternative to fossil-fuel electricity generation today. From
raw material sourcing through end-of-life module collection and
recycling, First Solar’s renewable energy systems protect and enhance
the environment. For more information about First Solar, please visit

For First Solar Investors

This release contains forward-looking statements which are made pursuant
to the safe harbor provisions of Section 21E of the Securities Exchange
Act of 1934. The forward-looking statements in this release do not
constitute guarantees of future performance. Those statements involve a
number of factors that could cause actual results to differ materially,
including risks associated with the company’s business involving the
company’s products, their development and distribution, economic and
competitive factors and the company’s key strategic relationships and
other risks detailed in the company’s filings with the Securities and
Exchange Commission. First Solar assumes no obligation to update any
forward-looking information contained in this press release or with
respect to the announcements described herein.

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