Teck Recommends that Shareholders Reject Mini-Tender Offer by TRC Capital

Teck Resources has announced that TRC Capital Corporation has made an unsolicited mini-tender offer to purchase up to 0.41% of Teck's Class B subordinate voting shares at $47.80, a 4.46% discount to the May 20 closing price. Teck is advising shareholders to reject the offer, citing its below-market price and numerous conditions, and highlighting that mini-tender offers often lack the investor protections of standard takeover bids, echoing concerns previously raised by Canadian and U.S. securities regulators.

Analysis

Teck Resources Limited (Teck) has issued a strong recommendation for its shareholders to reject an unsolicited mini-tender offer made by TRC Capital Corporation (TRC) for up to 2.0 million Class B subordinate voting shares, which constitutes approximately 0.41% of Teck’s outstanding Class B shares. The offer price of $47.80 per share is notably 4.46% below the closing price of Teck’s Class B shares on the Toronto Stock Exchange recorded on May 20, 2025, the day before the offer was made. Teck's management explicitly does not endorse this offer, citing not only the below-market price but also numerous conditions attached by TRC, including those based on TRC's subjective opinion, a financing contingency, and stability in various stock market indices. Mini-tender offers like TRC's, which target less than 5% of a company's outstanding shares, are structured to avoid many of the investor protection mechanisms, such as disclosure and procedural requirements, that apply to standard takeover bids under Canadian and U.S. securities regulations. Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) have previously expressed serious concerns about such offers, particularly the risk that investors might tender shares based on a misunderstanding of the offer terms, including the discount relative to the prevailing market price. Teck has also noted that TRC has a history of making similar unsolicited mini-tender offers for shares of other companies.

Key Decisions for Investors

• Teck Resources shareholders are strongly advised to reject TRC Capital Corporation's unsolicited mini-tender offer due to its significant 4.46% discount to the market price as of May 20, 2025, and the numerous unfavorable conditions attached.
• Investors should obtain current market quotations for Teck Class B subordinate voting shares and consult with their financial advisors before making any decision regarding this offer, particularly given the cautionary guidance from Teck management and securities regulators like the CSA and SEC concerning the nature of mini-tender offers.
• Shareholders who may have already tendered their shares to TRC’s offer should note their ability to withdraw these shares at any time before 11:59 a.m. (Toronto time) on June 18, 2025, by following the procedures detailed in TRC's offer documents.