Lamb Weston Holdings recently announced that it has received an unsolicited offer from TRC Capital Investment to purchase up to two million shares of the renowned US french fries manufacturer.
The Texas-based investment firm proposed a cash price of $55.95 per share, as disclosed in Lamb Weston’s statement on February 13th.
Under increasing pressure from activist investor Jana Partners, Lamb Weston revealed that the TRC offer reflects approximately 1.4% of its total outstanding common stock.
Back in October, Jana Partners made headlines by acquiring a 5% stake in Lamb Weston, criticizing the potato-products supplier for what it termed “self-inflicted missteps” impacting financial performance. Jana is advocating for significant changes in leadership and corporate strategy.
In its statement, Lamb Weston explicitly stated, “Lamb Weston does not endorse TRC’s unsolicited offer or the offer documentation.” The company emphasized that it has no affiliation with TRC or its mini-tender offer.
Notably, TRC’s suggested offer price was approximately 4.34% below Lamb Weston’s common stock closing price of $58.49 on February 10, 2025, just one day before the offer was made.
Jana Partners, known for investing in under-valued companies and pushing for necessary changes, spent $336 million to acquire its 5% stake.
In December, Jana Partners intensified its calls for leadership change and urged a possible sale of Lamb Weston. During the same month, the company confirmed the appointment of a new CEO, Michael Smith, who replaces Thomas Werner.
Regarding the TRC share offer, Lamb Weston clarified: “Mini-tender offers seek to acquire less than 5% of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements set by the US Securities and Exchange Commission (SEC) that apply to larger tender offers.”
Consequently, the company highlighted that mini-tender offers do not provide the same investor protections as larger tender offers regulated under US securities laws.
