Lamb Weston Holdings has received an “unsolicited” offer from TRC Capital Investment to buy up to two million of the US french fries manufacturer’s shares.
The Texas, US-based investment firm offered a price of $55.95 per share in cash, publicly-listed Lamb Weston revealed in a statement yesterday (13 February).
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Lamb Weston, which has come under pressure of late from activist investor and shareholder Jana Partners, added the TRC offer represents approximately 1.4% of its outstanding common stock.
In October last year, Jana Partners bought a 5% stake in Lamb Weston and criticised the potato-products supplier of “self-inflicted mis-steps” over its recent financial performance. US investment firm Jana is pressing for a change of leadership and business strategy.
“Lamb Weston does not endorse TRC’s unsolicited offer or the offer documentation,” it said in the statement. “Lamb Weston is not affiliated with, or associated in any way, with TRC, its mini-tender offer or its offer documentation.”
TRC’s offer price was approximately 4.34% lower than Lamb Weston’s common stock’s $58.49 closing share price on 10 February 2025, one day prior to the date of the offer, the company added.
Jana Partners, which has a track record of investing in companies it sees as under-valued and then agitating for change, paid $336m for its 5% holding.
In December, Jana Partners started advocating for a change of leadership and/or to pursue a sale of Lamb Weston. The same month, the company announced the appointment of a new CEO.
Former COO Michael Smith was appointed as president and CEO to replace Thomas Werner.
With respect to the share offer from TRC, Lamb Weston added: “Mini-tender offers seek to acquire less than 5% of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the US Securities and Exchange Commission (SEC) that apply to offers for more than 5% of a company’s shares outstanding.
“As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under US securities laws.”
