NVIDIA replies to TRC Capital’s small buyout offer

NVIDIA has recently been made aware of an unsolicited “mini-tender” offer proposed by TRC Capital Investment Corporation on January 21, 2025. TRC intends to acquire up to 1,000,000 shares of NVIDIA’s common stock at a price of $131.50 per share in cash. This offer constitutes less than 0.01% of NVIDIA’s overall common stock.

The completion of TRC’s offer hinges on various conditions, including the prerequisite that the trading price per share of NVIDIA’s common stock does not fall by more than 5% from the closing price per share on January 21, 2025, unless TRC decides to waive this condition before the offer’s expiration date.

As it stands, TRC’s offer is set to conclude shortly after 11:59 p.m., New York City time, on February 20, 2025. TRC reserves the right to either extend or cancel the offer before the specified expiration date.

It is essential to note that NVIDIA holds no affiliation with TRC and has not endorsed either the offer documentation or the offer itself. NVIDIA, maintaining a neutral stance, urges shareholders to acquire up-to-date market quotations for their NVIDIA common stock, seek guidance from their brokers or financial advisors, and approach TRC’s offer with caution.

A mini-tender offer, like the one made by TRC, entails an offer for less than 5% of a company’s shares. Such offers are not held to the stringent disclosure and procedural requirements set by the U.S. Securities and Exchange Commission (SEC) for larger tender offers. Investors can refer to the SEC’s guidance on mini-tender offers on their official website for further information.

NVIDIA has made a formal request for this news release to accompany all materials related to TRC’s mini-tender offer to ensure accurate dissemination of information among stakeholders.