Ball Corporation recommends rejection of TRC Capital Corporation’s below-market mini-tender offer

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WESTMINSTER, Col., June 7, 2022 /PRNewswire/ — Ball Corporation (NYSE: BALL) today received notice of an unsolicited mini-tender offer by TRC Capital Corporation (TRC) to purchase up to 2,000,000 common shares de Ball, representing approximately 0.63% of the company’s outstanding shares. TRC’s offer price of $70.50 per share in cash is approximately 2.9% lower than the closing price of Ball’s common stock of $72.51 on June 2, 2022, the last closing price before the start of the offer.

ball company do not recommend or approve TRC’s unsolicited below-market mini-tender offer and recommends that shareholders not tender their shares because the offer is priced significantly below the current market price of Ball’s common stock. Ball is not affiliated or associated in any way with TRC, its Mini-Tender Offering, or the Mini-Tender Offering Documentation.

Ball urges shareholders to obtain current market quotes for their shares, consult their broker or financial advisor, and exercise caution regarding TRC’s mini-tender offer. Ball advises shareholders who have not responded to TRC’s offer to do nothing. Ball also recommends that shareholders who have already tendered their shares withdraw those shares in accordance with TRC’s offer documents before the expiration of the offer..

TRC has made similar below-market mini-offers for shares of other companies. Mini-tender offerings are designed to seek less than 5% of a company’s stock, thereby avoiding many filing, disclosure, and procedural requirements of the United States Securities and Exchange Commission (SEC).

The SEC has warned investors that some bidders making mini-tender bids at below-market prices “hope they’ll catch investors off guard if investors don’t compare the bid price to the current price.” of the market”. The SEC’s guidance to investors on mini-tender offers is available at http://www.sec.gov/investor/pubs/minitend.htm.

Ball encourages brokers and traders, as well as other market participants, to review the SEC’s letter regarding the circulation and disclosure of the brokers’ and traders’ mini-bidding offering at https ://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Ball requests that a copy of this press release be included with all distributions of materials relating to TRC’s mini-tender offer for Ball’s common stock.

About Ball Corporation

Ball Corporation provides innovative and sustainable aluminum packaging solutions for beverage, personal care and household products for customers, as well as aerospace and other technologies and services, primarily for the US government. Ball Corporation and its subsidiaries employ 24,300 people worldwide and had net sales in 2021 of $13.8 billion. For more information, visit www.ball.comor join us on Facebook Where Twitter.

Ball Corporation Forward-Looking Statements
This report contains “forward-looking” statements regarding future events and financial performance. Words such as “expects”, “anticipates”, “estimates”, “believes” and similar expressions generally identify forward-looking statements, which are generally statements other than statements of historical fact. These statements are based on current expectations or outlook and are subject to risks and uncertainties, which could cause actual results or events to differ materially from those expressed or implied. You should therefore not place undue reliance on forward-looking statements and they should be read in conjunction with, and qualified in their entirety by, the cautionary statements referenced below. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The key factors, risks and uncertainties that could cause actual results to differ are summarized in documents filed with the Securities and Exchange Commission, including Exhibit 99 to our Form 10-K, which are available on our website and at ‘address www.sec.gov. Other factors that may affect: a) our packaging segments include product capacity, supply and demand constraints, and fluctuations and changes in consumer habits; availability/cost of raw materials, equipment and logistics; competitive packaging, pricing and substitution; climate and weather changes; footprint adjustments and other manufacturing changes, including the start-up of new facilities and lines; failure to realize synergies, productivity improvements or cost reductions; unfavorable deposit or packaging laws; customer and supplier consolidation; food and supply chain disruptions; changes in major contracts with customers or suppliers or the loss of a significant customer or supplier; inability to pass on increased costs; war, political instability and sanctions, including relating to the situation in Russia and Ukraine and its impact on our supply chain and our ability to operate in Russia and the EMEA region generally; changes in exchange rates or tax rates; and tariffs, trade or other government actions, including trade restrictions and shelter-in-place orders in any country or jurisdiction affecting the goods we produce or in our supply chain, including materials first imported; (b) our aerospace segment includes financing, licensing, availability and returns of government and commercial contracts; and delays, extensions and technical uncertainties affecting segment contracts; c) the Company as a whole includes those listed above plus: the extent to which opportunities related to sustainable development arise and can be exploited; changes in senior management, succession and the ability to attract and retain a skilled workforce; regulatory actions or issues, including those related to taxation, ESG reporting, competition, environment, occupational health and safety, including the U.S. FDA and other public actions or concerns affecting the products filled in our containers, or the chemicals or substances used in the raw materials or in the manufacturing process; technological developments and innovations; the ability to manage cyber threats; dispute; strikes; sickness; pandemic; changes in labor costs; inflation; rates of return on assets of the Company’s defined benefit pension plans; pension changes; uncertainties surrounding geopolitical events and government policies, including policies, orders and actions related to COVID-19; reduced cash; interest rates affecting our debt; and successful and unsuccessful joint ventures, acquisitions and divestitures, including the announced sale of our Russian business, and their effects on our results of operations and business generally.

Ball company logo. (PRNewsFoto/Ball Corporation)

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