General Mills Recommends Shareholders Reject TRC Capital Investment Corporation’s “Mini-Tender” Bid

MINNEAPOLIS–(BUSINESS WIRE)–General Mills (NYSE: GIS) today announced that it has received notice of an unsolicited “mini-tender” offering from TRC Capital Investment Corporation (“TRC”) to purchase up to two million of General Mills common stock at a price of $65.50 per share in cash. TRC’s offer price is 4.48% below General Mills’ closing price of $68.57 per common share on January 7, 2022, the last trading day before the start of the mini-public offering. purchase. If all of the shares are acquired, ownership of TRC would represent approximately 0.33% of the outstanding common shares of General Mills.

General Mills is not affiliated with TRC and does not endorse TRC’s unsolicited mini-tender offer.

General Mills recommends that General Mills shareholders not tender their shares to the offer. General Mills also recommends that all shareholders who have tendered shares to TRC withdraw such shares by providing the written notice described in the offer documentation prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. New York time, February 9. 2022.

TRC has included in the terms of its offer a condition that the price of General Mills common stock must not decline. Therefore, unless TRC decides to waive this condition, General Mills shareholders who tender their shares to the offer would receive a below-market price for their shares through the tender offer. The offer is also subject to numerous other conditions, including TRC’s ability to obtain sufficient financing to complete the offer.

Shareholders should obtain current market prices for their shares, review the terms of the TRC mini-tender offer, consult with their brokers or financial advisors, and exercise caution regarding the TRC mini-tender offer. purchase of CRTs.

Mini-takeover bids are designed to seek less than five percent of a company’s outstanding shares, avoiding many investor protections, including disclosure and procedural requirements applicable to takeover bids more material under U.S. securities laws. The U.S. Securities and Exchange Commission (“SEC”) has warned investors against mini-bids noting that “[s]Some bidders make mini-tender bids at below-market prices, hoping that they will catch investors off guard if investors do not compare the bid price to the current market price. The SEC has issued guidance to investors on mini takeover bids https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

General Mills encourages brokers and traders, as well as other market participants, to review the SEC’s letter regarding the circulation and disclosure of broker-dealer mini-bids at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

General Mills requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer for General Mills common stock.

About General Mills

General Mills makes food the world loves. The company is guided by its Accelerate strategy to drive shareholder value by boldly building its brands, relentlessly innovating, unleashing its scale and being a force for good. Its portfolio of beloved brands includes household names like Cheerios, Nature Valley, Blue Buffalo, Häagen-Dazs, Old El Paso, Pillsbury, Betty Crocker, Yoplait, Annie’s, Wanchai Ferry, Yoki, and more. Headquartered in Minneapolis, Minnesota, United States, General Mills generated net sales of $18.1 billion in fiscal 2021. In addition, the company’s share of net sales from the unconsolidated joint venture amounted to 1.1 billion US dollars.