Robot surgical devices maker Intuitive Surgical (NSDQ:ISRG) today asked shareholders to reject a "mini-tender" offer from TRC Capital, which offered less than market value for a small slice of Intuitive’s shares.
Mini-tender offers, for which TRC Capital is well-known, are direct attempts to acquire less than 5% of a company’s issued shares. TRC is looking to acquire about 0.65%, or 250,000 shares, according to an Intuitive Surgical statement.
"The company does not endorse TRC Capital’s mini-tender offer and recommends that stockholders reject the offer and not tender their shares," Intuitive Surgical said today. "TRC Capital’s offer is at a price below the current market price of the company’s common stock and is subject to the satisfaction of a substantial number of conditions."
TRC offered $405 per share, a price about 3.5% lower than ISRG’s closing value on January 14, the day prior to the offer. Shares were trading this morning at $434.93, an increase of about 1% on the day.
Intuitive urged shareholders to take a closer look at TRC’s below-market request and to consider the SEC’s warnings 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."
California-based Intuitive Surgical has been slowly clawing its way back from a major Wall Street tumble, with share still about 14% lower than they were 1 year ago. ISRG shares have gained about 11% over the last 6 months and are up 13.4% since the start of the year.
The company also topped Wall Street’s expectations for its 4th-quarter sales, saying that it expects to post 4th-quarter sales of roughly $576 million for the 3 months ended Dec. 31, 2013, down about 5% compared with Q4 2012; analysts on The Street were looking for revenues of $548.6 million. Full-year sales are pegged at about $2.27 billion, up 4% compared with 2012 and ahead of the consensus $2.24 billion forecast. The full-year sales number was in line with Intuitive’s own guidance for sales growth in the lower half of the 0%-7% range.