Fortinet recommends holders reject TRC’s ‘mini-tender’ offer

Fortinet announced it has been notified of an unsolicited “mini-tender” offer by TRC Capital Investment Corporation TRC to purchase up to 2,000,000 shares of Fortinet’s common stock at a price of $55.55 per share in cash. TRC’s offer price of $55.55 per share is approximately 4.86% lower than the closing price of Fortinet’s common stock on August 21 the last trading day prior to the date of TRC’s offer, which began on August 22. Fortinet recommends that stockholders do not tender their shares in response to TRC’s offer because the offer price is below the current market price of Fortinet’s common stock and is subject to numerous conditions. There is no guarantee that the conditions of TRC’s offer will be satisfied. Stockholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in TRC’s offering documents prior to the expiration of the offer, which is currently scheduled for 12:01 a.m. EDT on September 22, 2023, unless extended. Fortinet recommends that stockholders who have not responded to TRC’s offer take no action. Fortinet does not endorse TRC’s unsolicited offer and is not affiliated or associated in any way with TRC, its offer or its offering documents. Because TRC’s offer is for less than 5% of Fortinet’s outstanding shares, it avoids many disclosure and procedural requirements of the U.S. Securities