NVIDIA Corporation has issued a notification regarding an unsolicited "mini-tender" offer from TRC Capital Investment Corporation. The January 21, 2025 offer aims to purchase up to 1,000,000 shares of NVIDIA's common stock—representing less than 0.01% of outstanding shares—at a price of $131.50 per share in cash.
The mini-tender offer comes as NVIDIA continues to hold its position as a world leader in accelerated computing. The company, which powers various enterprise AI initiatives across industries, has taken a measured approach in its response to the unsolicited bid, stating it "is not affiliated with TRC and does not endorse the offer documentation or the offer itself."
In its official statement, NVIDIA expressed neutrality regarding the offer while encouraging shareholders to obtain current market quotations for their shares, consult with brokers or financial advisors, and exercise caution regarding TRC's offer. This advisory aligns with standard corporate governance practices for responding to mini-tender situations.
The offer includes specific conditions, notably that it may be withdrawn if NVIDIA's trading price decreases more than 5% from the January 21, 2025 closing price, unless TRC waives this condition prior to the offer's expiration. As currently scheduled, the offer will expire one minute after 11:59 p.m., New York City time, on February 20, 2025, though TRC retains the right to extend or terminate it before that date.
NVIDIA's response highlights an important distinction in securities regulations: mini-tender offers, which target less than 5% of a company's shares, are not subject to the same disclosure and procedural requirements mandated by the U.S. Securities and Exchange Commission for larger tender offers. The company directed shareholders to the SEC's guidance on mini-tender offers available on the commission's website.
In a demonstration of commitment to transparent shareholder communication, NVIDIA has requested that a copy of its news release be included with all distributions of materials relating to TRC's mini-tender offer, ensuring investors have access to the company's official position.
This development occurs alongside NVIDIA's continued focus on enterprise technology initiatives, with recent company announcements highlighting new partnerships in healthcare and retail sectors, as well as advancements in autonomous vehicle technology through its DRIVE Hyperion platform.