News Press Releases

Church & Dwight Recommends Shareholders Reject Below-Market Mini-Tender Offer from TRC Capital Corporation

CHD | May 23, 2018

Church & Dwight Recommends Shareholders Reject Below-Market Mini-Tender Offer from TRC Capital Corporation

Church & Dwight Co., Inc. (NYSE:CHD) received notice of an unsolicited “mini-tender” offer by TRC Capital Corporation to purchase up to 2 million shares of Church & Dwight common stock. The offer price of $44.05 per share is 4.49 percent below the closing price of Church & Dwight’s common stock on May 18, 2018, the last trading day before the commencement of TRC Capital’s offer.

Church & Dwight is in no way associated with TRC Capital or its mini-tender offer and recommends that shareholders reject this unsolicited offer because TRC Capital’s offer price is below the current market price for Church & Dwight’s common stock. Shareholders who may already have tendered their shares may withdraw them by providing, prior to the expiration of the offer, the written notice described in the TRC offering documents. The offer is set to expire at 12:01 a.m. Eastern time on Monday, June 20, 2018, but TRC may extend this at its discretion.

Mini-tender offers seek less than 5 percent of a company’s outstanding shares, which enables the offering company to avoid many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) for tender offers.

On its website, the SEC has issued an alert regarding mini-tender offers. This alert advises that mini-tender offers “have been increasingly used to catch investors off guard” and that investors “may end up selling their securities at below- market prices.” The SEC’s guidance to investors is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html. Church & Dwight also encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

TRC has a history of undertaking mini-tender offers. Like its prior offers, this mini-tender offer presents a risk to individual investors, who may not realize they would be selling their shares at a discount to the current market price. Church & Dwight urges investors to get current stock quotes for their shares of Church & Dwight common stock, consult their financial advisors and exercise caution with respect to TRC’s offer.

Church & Dwight requests that a copy of this news release be included with all distributions of materials related to TRC’s offer for shares of Church & Dwight common stock.

About Church & Dwight

Church & Dwight Co., Inc. manufactures and markets a wide range of personal care, household and specialty products under the ARM & HAMMER brand name and other well-known trademarks.