RBC Urges Shareholders to Decline TRC Capital's Below-Market Mini Tender Offer

RBC Advises Shareholders to Reject TRC Capital's Offer

On January 22, 2026, the Royal Bank of Canada (RBC), one of the largest banks in North America, announced it has received a notice regarding an unsolicited mini-tender offer from TRC Capital Investment Corporation. This tender seeks to buy up to 500,000 RBC common shares for a price of CAD $224.00, which is approximately 4.5% less than the prevailing market price of CAD $234.56 as of the previous business day.

RBC strongly advises its shareholders to refuse this offer, highlighting that the purchasing price is significantly below the market value. Such offers are particularly concerning as they sidestep certain disclosure and procedural obligations required by Canadian and U.S. securities laws. As per the bank’s statement, this isn't the first time TRC Capital has made unsolicited mini-tender offers to other public companies, and they recommend that investors be vigilant when approached with such propositions.

Mini-tender offers like the one presented by TRC Capital are crafted to maintain ownership at less than 5% of a company's outstanding shares. This allows them to avoid the extensive regulatory scrutiny usually accompanied by larger tender offers. Both the Canadian Securities Administrators (CSA) and the U.S. Securities and Exchange Commission (SEC) have issued strong warnings urging investors to exercise caution with these types of offers. They emphasize the risk of investors accepting offers that do not reflect the market price of their shares.

The SEC has specifically advised that some bidders may hope to catch investors off-guard with below-market offers, especially those who do not compare the tender price with the current market value. Investors are encouraged to consult the SEC’s guidance on mini-tender offers for further information. Through its formal communications, RBC has also requested brokers and market participants to take a careful look at the associated risks when disseminating mini-tender offers.

Royal Bank of Canada remains committed to providing outstanding service and transparency to its shareholders, illustrating a strong stance against unsolicited and potentially misleading offers. The bank's emphasis on shareholder education regarding the nuances of mini-tender offers underlines their dedication to safeguarding investors' interests.

About RBC:
Royal Bank of Canada is a global financial institution characterized by its comprehensive and future-driven approach. With a workforce of over 100,000 employees, RBC services more than 19 million clients across Canada and in other countries. Known for its diversified business model and innovative strategies, RBC goes beyond banking, engaging in community betterment initiatives through various channels.

In conclusion, shareholders are recommended to act cautiously and reject TRC Capital’s below-market mini-tender offer, as indicated by RBC's advisory, and to remain informed regarding future unsolicited offers to protect their investments effectively.