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Manufacturing News

Amrize Shareholders Told to Reject Unsolicited Offer by TRC Capital Investment

By Chris Gray
stock-exchange-board-with-amrize-logo-overlaid
Photo by Pixabay
September 2, 2025

Amrize, the U.S. spin-off of Holcim, has advised its shareholders to reject an unsolicited mini-tender offer from TRC Capital Investment Corporation.

TRC Capital aims to purchase up to 2 million ordinary shares at $0.01 per value per share at a price of $49.63 per share in cash. This is less than 1% of the outstanding ordinary shares. TRC’s price is 4.48% less than the $51.96 closing price per ordinary share on Aug. 26, the last trading day before the offer commenced.

In a news release, Amrize said it does not endorse TRC’s offer and recommends its shareholders don’t tender in the offer based on the price being below the current market price.

“Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC’s mini-tender offer,” the company said in a news release.

A min-tender offer seeks to acquire less than 5% of a company’s outstanding shares. This allows the solicitor to avoid the disclosure and procedural requirements of U.S. Securities and Exchange Commission rules that apply when offers seek more than 5%, except for anti-fraud regulations.

According to Amrize, the SEC warns against these offers, as they have been “increasingly used to catch investors off guard” who may end up “selling their securities at below-market prices.” Bidders may be able to turn around and sell the shares at market for a profit. In contrast, offers made to take over a company, such as what QXO did when acquiring Beacon, are registered with the SEC and tend to provide a premium to market value.

Amrize brings together Holcim’s entire North American operations, spanning cement, aggregates, ready-mix, mortar, and building envelope solutions. Its portfolio includes more than 1,000 production and distribution sites across North America, with brands including Duro-Last, Gaco, and Elevate Commercial Roofing Systems.

Amrize made its debut on the New York Stock Exchange on June 23, where it finished its first day of trading at $51.99. As of 1. p.m. ET Aug. 29, it was sitting at $52.12 per share.

This isn’t the only mini-tender offer TRC has placed as of late. At the beginning of August, the company made a mini-tender offer to Public Service Enterprise Group, an infrastructure company operating New Jersey’s largest transmission and distribution utility. Like Amrize, PSEG told shareholders to reject the offer. In fact, the practice of mini-tender offers is often associated with TRC Capital, a private firm.

KEYWORDS: Amrize building envelope manufacturing mergers and acquisitions

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Chrisgray

Chris Gray is the editor of Roofing Contractor and Roofing Supply Pro. He has worked in the fields of journalism and copywriting for nearly 20 years, ranging from local print newspapers to the multi-media promotion of international artists.

Reach him at 248-244-6498 or grayc@bnpmedia.com.

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