FINDLAY, Ohio -- Marathon Petroleum Corp.--which has received notification of an unsolicited mini-tender offer by TRC Capital Corp. to purchase up to 2 million shares (approximately 0.58%) of MPC's outstanding common stock at a price of $41.50 per share--said that it does not endorse the offer, and it is recommending that shareholders do not tender their shares.
The offer price was 4.47% below the closing price on Feb. 17, 2012, the day prior to the offer.
The U.S. Securities & 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."
Tender offers for less than 5% of a company's stock typically do not provide the same disclosure and procedural protections that larger tender offers provide, the company added.
MPC said that it is encouraging shareholders who are considering this offer to consult with their financial advisor prior to making an investment decision and to exercise caution with respect to this offer.
Findlay, Ohio-based MPC, spun off from Houston-based Marathon Oil Corp. in July 2011, is the nation's fifth-largest refiner with a crude capacity of approximately 1.2 million barrels per day in its six-refinery system. Marathon-brand gasoline is sold through more than 5,000 independently owned locations across 18 states.
Enon, Ohio-based Speedway LLC, an MPC subsidiary, owns and operates the nation's fourth largest convenience store chain, with approximately 1,375 locations in seven states. MPC also owns, operates, leases or has ownership interest in approximately 9,400 miles of pipeline. MPC's fully integrated system provides operational flexibility to move crude oil, feedstocks and petroleum-related products efficiently through the company's distribution network in the Midwest, Southeast and Gulf Coast regions.
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