Do you own shares of General Electric
Last week, the generous folks at Canada's TRC Capital announced they're in the market for 5 million GE shares, and willing to pay $15.15 apiece for 'em. Due to incredible demand, TRC is only able to hold this offer open through December 16, 2010. So you're going to have to act quick if you want to snag this deal!
Before you get too excited about TRC's offer, and the early bird bonus offer of a set of steak knives*, beware: It's a scam. A rip-off. And business as usual for TRC.
When all else fails, read the instructions
TRC may be willing to buy your GE shares for $15.15, you see, but if you turn down this offer, you can sell the same shares for $15.86 to ... literally anybody else on the planet. That's the going rate for GE today, you see. The market price. TRC's hope, however, is that in making this offer, and publishing it in an official-sounding "solicitation to purchase" announcement, forwarded to you by your broker, you'll be duped into thinking you have no choice in the matter. That you must sell your shares to TRC. That you cannot sell them to anyone else.
And that's simply not true.
Fool me once, shame on you. Fool me six times ...
The scam in question generally goes by the name of a "mini-tender." It's called "mini" because it's being made for a number of shares well below the SEC's requirement that it be filed with the regulator. And it's "tender," because TRC thinks you're fresh meat, ripe to get butchered.
Longtime readers of the Fool will recognize TRC as a serial offender in the mini-tender game. Or perhaps, a "cereal offender." We first caught wind of TRC's shenanigans back in 2004, when the company made a similar offer to buy General Mills
In 2007, TRC tried to skin Caterpillar
No honor among thieves
The more I watch investors get fleeced by this phenomenon, the more I hope to see the day when TRC gets its come-uppance. The day TRC offers to buy some shares at what it thinks will be a discount, only to see a flash crash drive the shares way lower, leaving TRC dining on crow. But no such luck. The more you read into the legal fine print of these offers, the more you realize how thoroughly TRC's game is rigged. It's got that built-in "margin of safety," of course.
But that's only to begin with. TRC also conditions its offer on obtaining "financing" to complete the transaction -- meaning that in the unlikely event shares it's offered to buy fall below the cheap price it wanted to pay, TRC can "plead poverty" and back out of the deal unscathed.
Long story short, you literally cannot win this game. If it looks like you're about to, TRC will simply knock over the board.
What's a Fool to do?
Three things: First and most obviously, refuse to play TRC's game. That's what GE is urging. Google "TRC" and "General Electric," and you'll be greeted with page after page of stories about how GE is telling all and sundry why they should ignore TRC's offer.
Second, if you've been duped already, don't panic. GE's statement on the mini-tender offer points out that, just as TRC has the right to back out of this deal, so do you: "GE shareholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m., New York City time, on Friday, December 17, 2010, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents."
Third and finally: Let's put this scam to bed, Fools. Listen, I'm not a Nanny-Stater. I don't believe mini-tenders should be banned, exactly. It's a free country, and you can't outlaw stupid. If well-informed investors want to sell their shares to TRC for a song -- that's their God-given right. But I do believe the SEC should do something to ensure that investors know a mini-tender when they see one.
Posting a warning about the scam on its website (as the SEC has done) is a good start. But a more direct approach might be more effective. Require that anyone offering to buy shares via a mini-tender title the announcement "Warning: This is a scam." That, I suspect, should solve the problem quite nicely.
*Steak knives not included.
Johnson & Johnson is a Motley Fool Income Investor recommendation. Motley Fool Options has recommended a diagonal call position on Johnson & Johnson and a synthetic long position on Monsanto. The Fool owns shares of Johnson & Johnson.
True to its name, The Motley Fool is made up of a motley assortment of writers and analysts, each with a unique perspective; sometimes we agree, sometimes we disagree, but we all believe in the power of learning from each other through our Foolish community.