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|Best Buy Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation|
Best Buy is Not Associated in Any Way with TRC or
This Mini-Tender Offer
MINNEAPOLIS, April 9, 2012 - Best Buy (NYSE: BBY) has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation ("TRC") to purchase up to 4 million shares, or approximately 1.7 percent, of Best Buy's outstanding common stock at a price of $22.00 per share. TRC's offer price represents a discount of approximately 4.1 percent to the $22.95 closing price of Best Buy's common stock on April 4, 2012, the day before the offer commenced. According to TRC's current offer documents, TRC's offer is subject to numerous conditions, including the availability of financing on terms satisfactory to TRC.
Best Buy does not endorse TRC's offer and recommends that shareholders do not tender their shares in response to the offer. Best Buy urges shareholders considering TRC's offer to obtain current market quotations for their shares, carefully review the conditions to the offer, consult with their broker or financial adviser and exercise caution with respect to TRC's offer. Best Buy is not associated in any way with TRC, its mini-tender offer or the offer documentation.
According to TRC's current offer documents, Best Buy shareholders who have already tendered their shares may withdraw their shares at any time prior to 12:01 a.m., New York City time, on Friday, May 4, 2012, the expiration date set forth in the offer documents (unless extended), by following the procedures described in the offer documents.
TRC has made similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than 5 percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission ("SEC") that apply to offers for more than 5 percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about these 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 to the current market price." The SEC's Investor Tips regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.
Best Buy encourages broker and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
About Best Buy Co., Inc.
Best Buy Co., Inc. (NYSE: BBY) is a leading multi-channel global retailer and developer of technology products and services. Every day our employees - 167,000 strong - are committed to helping deliver the technology solutions that enable easy access to people, knowledge, ideas and fun. We are keenly aware of our role and impact on the world, and we are committed to developing and implementing business strategies that bring sustainable technology solutions to our consumers and communities. For information about Best Buy, visit www.bby.com and to shop at Best Buy, visit www.bestbuy.com.
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Bill Seymour, Vice President, Investor Relations
(612) 291-6122 or firstname.lastname@example.org
Adam Hauser, Director, Investor Relations
(612) 291-4446 or email@example.com
Mollie O'Brien, Director, Investor Relations
(612) 291-7735 or firstname.lastname@example.org
Susan Busch, Senior Director, Public Relations
(612) 291-6114 or email@example.com