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Chubb Recommends Rejection of Mini-Tender Offer by TRC Capital Corporation

Source: Chubb

Posted on 04 Jun 2010

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The Chubb Corporation has been notified of an unsolicited "mini-tender" offer by TRC Capital Corporation (TRC) to purchase up to two million shares, or approximately 0.6 percent, of the outstanding Chubb common stock at a price of $47.00 per share. TRC's offer price represents a 4.35 percent discount to the $49.14 closing price of Chubb's common stock on May 26, 2010, the day before the offer commenced. In addition, TRC's offer is subject to numerous conditions, including the availability of financing on terms satisfactory to TRC in its reasonable discretion.

Chubb does not endorse TRC's offer and recommends that shareholders do not tender their shares in response to the offer because it is a mini-tender offer at a price below the current market price for Chubb's shares and subject to numerous conditions. Chubb urges shareholders to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser, and exercise caution with respect to TRC's offer. Chubb is not associated in any way with TRC, its mini-tender offer or the offer documentation.

According to TRC's current offer documents, Chubb 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, June 25, 2010, the expiration date set forth in the offer documents, by following the procedures provided in the manner described in the offer documents.

TRC has made many similar mini-tender offers for shares of other companies. Mini-tender offers are designed to seek to acquire less than five 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 five 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 mini-tender offers, noting that "some bidders make these 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