UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: February 9, 2015
(Date of earliest event reported)
CA, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-9247 (Commission File Number) | | 13-2857434 (IRS Employer Identification No.) |
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520 Madison Avenue New York, New York (Address of principal executive offices) | | 10022 (Zip Code) |
(800) 225-5224
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 7.01 Regulation FD Disclosure.
On February 9, 2015, CA, Inc. (the "Company") issued a press release announcing that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation ("TRC Capital") to purchase up to 3,000,000 shares of the Company's outstanding common stock. The Company does not endorse TRC Capital's mini-tender offer and recommends that stockholders do not tender their shares. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In accordance with General Instruction B.2. of Form 8-K, the information in this Current Report on Form 8-K furnished pursuant to Item 7.01, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits |
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Exhibit No. | Description |
99.1 | CA, Inc. press release dated February 9, 2015 regarding an unsolicited “mini-tender” offer by TRC Capital Corporation. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | CA, Inc. |
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Date: | February 9, 2015 | By: | /s/ C.H.R. DuPree |
| | | C.H.R. DuPree |
| | | Senior Vice President, Chief Governance Counsel, and Corporate Secretary |
Exhibit Index
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Exhibit No. | Description |
99.1 | CA, Inc. press release dated February 9, 2015 regarding an unsolicited “mini-tender” offer by TRC Capital Corporation. |
CA Technologies Recommends Stockholders Reject Mini-Tender Offer by TRC Capital Corporation
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• | Unsolicited mini-tender offer is below current market price for CA's shares |
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• | Stockholders who have already tendered shares advised to withdraw |
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• | CA urges investors to review current share price, exercise caution and consult with advisors |
NEW YORK, February 9, 2015 – CA Technologies (NASDAQ: CA) (“CA Technologies” or “CA”) received notice of an unsolicited mini-tender offer by TRC Capital Corporation (“TRC Capital”) to purchase up to 3,000,000 shares of CA common stock, or approximately 0.68 percent of CA’s outstanding common stock, at a price of $29.75 per share. CA cautions stockholders that the offer is being made at a 4.59 percent discount to the closing price of $31.18 per share for the company’s common stock on February 3, 2015, the day prior to the date the offer commenced, and approximately 6.89 percent below today’s closing market price of $31.95.
CA does not endorse TRC Capital’s offer and recommends that stockholders reject the offer because the offer price is below the current market price for CA shares and is subject to numerous conditions, including TRC Capital’s obtaining sufficient financing necessary to consummate the offer. CA recommends that any stockholders who have tendered shares to TRC Capital withdraw those shares by providing written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for March 6, 2015 unless the offer is extended.
CA urges investors to obtain current market price quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital’s offer.
CA is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation. The TRC Capital mini-tender offer is also not related to CA’s own previously announced authorization to repurchase shares of its common stock.
TRC Capital has made similar unsolicited mini-tender offers for shares of other public companies. Mini-tender offers are designed to seek less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (“SEC”).
The SEC has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price with the current market price.” The SEC has also published investor tips regarding mini-tender offers on its website at: http://www.sec.gov/investor/pubs/minitend.htm.
CA also encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures on the SEC’s website at: http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
CA requests that a copy of this news release be included with all distributions of materials relating to TRC Capital’s mini-tender offer relating to shares of CA common stock.
About CA Technologies
CA Technologies (NASDAQ: CA) creates software that fuels transformation for companies and enables them to seize the opportunities of the application economy. Software is at the heart of every business in every industry. From planning, to development, to management and security, CA is working with companies worldwide to change the way we live, transact, and communicate - across mobile, private and public cloud, distributed and mainframe environments. Learn more at www.ca.com.
Legal Notices
Copyright © 2015 CA, Inc. All rights reserved. All other trademarks, trade names, service marks, and logos referenced herein belong to their respective companies.
Contacts:
Jennifer Hallahan Jonathan Doros
Public Relations Investor Relations
(212) 415-6924 (212) 415-6870
jennifer.hallahan@ca.com jonathan.doros@ca.com
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