Amrize Urges Shareholders to Reject TRC Capital’s Mini-Tender Offer

Amrize Ltd (AMRZ) advises shareholders to reject TRC Capital’s unsolicited mini-tender offer to purchase up to 2,000,000 shares at $49.63 each. This offer is below Amrize’s August 26 closing price of $51.96 and is contingent on conditions, including a 5% share price decline limit. Amrize cautions that tendering shares at the proposed price would be disadvantageous and urges shareholders to consult financial advisors. Shareholders who tendered can withdraw before September 25.

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08/28/2025 – 06:44 PM

CHICAGO & ZUG, Switzerland – Amrize Ltd (NYSE: AMRZ) is cautioning shareholders about an unsolicited “mini-tender” offer from TRC Capital Investment Corporation. TRC is looking to scoop up to 2,000,000 ordinary shares of Amrize at $49.63 apiece in cash.

Here’s the kicker: this offer, representing less than 1% of Amrize’s outstanding shares, comes in 4.48% *below* the stock’s closing price of $51.96 on August 26, 2025 – the day before TRC launched its mini-tender.

Amrize is not backing this offer and actively recommends shareholders steer clear. The company argues that tendering shares at TRC’s proposed price would mean selling them for less than they’re currently worth on the open market.

But wait, there’s more. TRC’s offer hinges on a condition: Amrize’s share price can’t drop more than 5% from the August 26 closing price. Should that happen, TRC could walk away, leaving shareholders who tendered in a lurch with a below-market price, should TRC choose not to waive that condition. The offer is also subject to a laundry list of other stipulations.

The bottom line? Amrize is urging its shareholders to get real-time quotes for their shares, consult with their brokers or financial advisors, and tread carefully when it comes to TRC’s mini-tender offer.

For those who haven’t responded, Amrize suggests standing pat. Shareholders who have already tendered can withdraw their shares anytime before 11:59 p.m. New York City time, on September 25, 2025, according to TRC’s offering documents.

Mini-tender offers, targeting less than 5% of a company’s shares, often fly under the radar of stricter SEC regulations. The SEC itself has warned investors about these offers, noting they can catch investors off guard and potentially lead to selling securities at bargain-basement prices.

Amrize is also requesting that this official advisory be included in all communications related to TRC’s offer.

About Amrize

Amrize (NYSE: AMRZ) is a major player in North America’s construction sector, providing a comprehensive suite of branded solutions for professional builders. With a sprawling network of over 1,000 locations and a focus on efficient distribution, Amrize serves customers across the U.S. and Canada. The company boasts a team of 19,000 serving diverse construction markets, including infrastructure, commercial, residential, and both new construction and renovation projects. In 2024, Amrize generated $11.7 billion in revenue and is listed on both the New York Stock Exchange and the SIX Swiss Exchange.

Learn more at amrize.com

Source: Amrize Ltd

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