The Timken Company (NYSE: TKR; www.timken.com) has received notification of an unsolicited mini-tender offer by TRC Capital Corporation (TRC Capital) to purchase up to 2,000,000 shares (approximately 2.1 percent) of outstanding common stock of The Timken Company at a price of $39.30 per share. The offer price was 4.75 percent below the closing price on November 6, 2012, the day before the offer commenced.
Timken does not endorse TRC Capital's offer and recommends that shareholders do not tender their shares. Timken is not associated with TRC Capital, this unsolicited tender offer or the documentation related to this offer.
The Securities and Exchange Commission (SEC) has cautioned investors about tender offers of this type, so called "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." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm. Timken encourages shareholders to review this Investor Tip as well as the information concerning mini-tender offers found at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, as tender offers for less than five percent of a company's stock typically do not provide the same disclosure and procedural protections that larger tender offers provide.
Timken strongly recommends that shareholders obtain current market quotes for their shares, review the conditions to the offer, consult with their financial advisors and exercise caution with respect to TRC Capital's offer.
About The Timken Company
The Timken Company (NYSE: TKR), a global industrial technology leader, applies its deep knowledge of metallurgy, friction management and power transmission to improve the reliability and efficiency of machinery all around the world.
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