Press release

Travelers Recommends Shareholders Reject TRC Capital’s “Mini-Tender” Offer

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The Travelers Companies, Inc. (NYSE: TRV) today announced it has been notified that TRC Capital Investment Corporation (TRC Capital) has made an unsolicited “mini-tender” offer to purchase up to 1,000,000 shares of Travelers’ common stock at $106.75 per share. This offer price is approximately 4.5% below the closing share price of Travelers’ common stock on Aug. 21, 2020 ($111.83), the last trading day prior to the date of the offer, and approximately 6.9% below the closing price of Travelers’ common stock on Sept. 1, 2020 ($114.69).

Travelers does not endorse TRC Capital’s offer and recommends that Travelers shareholders not tender their shares in response to the offer. The company is not affiliated with TRC Capital, its mini-tender offer or its mini-tender offer documents. In addition to having an offer price that is below the current market price for Travelers’ shares, TRC Capital’s mini-tender offer is subject to numerous conditions, including TRC Capital’s ability to obtain financing and there being no decrease in the market price of Travelers’ shares.

Because TRC Capital’s offer is for approximately 0.39% of the outstanding shares of Travelers’ common stock, the offer is not subject to many of the disclosure and procedural requirements of the Securities and Exchange Commission (SEC), which are designed to protect investors. The SEC discusses mini-tender offers on its website and explains that they could come at the detriment of investors who may inadvertently sell their shares below market value. Travelers encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures. The SEC also provides tips for investors when it comes to mini-tender offers.

Travelers recommends that shareholders consult with their financial advisors and use caution when evaluating TRC Capital’s mini-tender offer. Shareholders who have already tendered are advised that they may withdraw their shares by providing written notice as described in TRC Capital’s offer documents prior to the offer’s expiration, which is currently scheduled for 12:01 a.m. EDT on Sept. 23, 2020.

Travelers requests that a copy of this press release be included with all distributions of materials relating to TRC Capital’s mini-tender offer.

About Travelers

The Travelers Companies, Inc. (NYSE: TRV) is a leading provider of property casualty insurance for auto, home and business. A component of the Dow Jones Industrial Average, Travelers has approximately 30,000 employees and generated revenues of approximately $32 billion in 2019. For more information, visit