Limited Brands Cautions Against TRC Bid

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Limited Brands Inc., owner of Victoria's Secret, Bath & Body Works and Henri Bendel, said last week that it does not endorse or recommend an unsolicited bid by a Canadian investor for 1.35 percent of its outstanding shares.


The retailer claims Toronto-based TRC Capital Corp.'s mini-tender offer to buy 7 million shares at $15 a share in cash is 4.7 percent below the $15.74 closing price Sept. 9, the last trading day before the offer was put to shareholders.


A mini-tender typically is an offer to buy less than 5 percent of a company's outstanding shares, avoiding the filing, disclosure and procedural requirements of the Securities and Exchange Commission.


"Shareholders are advised that TRC Capital has reserved the right to delay payment for Limited Brands common shares tendered and to amend its offer in any respect," the Columbus, OH, retailer said.


TRC also may not buy the shares tendered if one of many conditions it stipulates is not met, Limited Brands cautioned. These include changes in debt financing or in the market price of Limited Brands' common shares.


TRC in the past few years has made several mini-tender offers for other firms' shares. Its offer to Limited Brands' shareholders does not disclose any financial information about TRC.


Shareholders who have already tendered their shares have been advised that they may withdraw their shares in a written notice described in the TRC offering documents by Oct. 9.


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