**SAN RAFAEL, Calif., January 15, 2020 /PRNewswire/** – Autodesk, Inc. (NASDAQ: ADSK), today disclosed receipt of an unsolicited "mini-tender" proposal from TRC Capital Investment Corporation, aiming to acquire up to 1 million shares, roughly 0.45% of the total outstanding shares, of Autodesk's common stock at $176.00 per share. This price is approximately 4.84% below the closing share price of Autodesk's common stock on January 3, 2020 ($184.95), the last trading day before TRC Capital initiated its mini-tender offer, and around 8.00% lower than the closing share price of Autodesk's common stock on January 14, 2020 ($191.11), the day prior to this announcement.
 *(PRNewsfoto/Autodesk, Inc.)*
Autodesk does not support TRC Capital's mini-tender offer and strongly encourages its shareholders to decline the offer and refrain from tendering their shares in response to this unsolicited proposition. The current offer price is below the prevailing market price for Autodesk shares, and it is contingent upon several conditions, including TRC Capital securing necessary financing. Furthermore, Autodesk has no affiliation with TRC Capital, its mini-tender offer, or the accompanying documentation.
TRC Capital has previously made similar unsolicited mini-tender offers for shares of other publicly traded firms. These mini-tender offers are structured to acquire less than 5% of a company’s outstanding shares, thus sidestepping many of the disclosure and procedural obligations imposed by the Securities and Exchange Commission (SEC) for larger tender offers exceeding 5%. Consequently, these smaller offers lack the legal safeguards typically afforded to investors under U.S. securities laws.
The SEC provides investor guidance regarding mini-tender offers at [www.sec.gov/investor/pubs/minitend.htm](http://www.sec.gov/investor/pubs/minitend.htm). Such alerts often highlight how mini-tender offers frequently catch investors unawares. Many individuals who respond to these offers neglect to investigate thoroughly, mistakenly believing the offer price includes the usual premium attached to larger, conventional tender offers. However, they later discover they cannot withdraw from the deal and may end up selling their shares below market value.
Similar to previous instances, this mini-tender offer places individual investors at risk due to the potential discount at which they might sell their shares. Autodesk urges shareholders to verify current market quotes for their shares, scrutinize the offer terms, consult their brokers or financial advisors, and approach TRC Capital's mini-tender offer with caution.
Autodesk advises stockholders who have yet to respond to the offer to take no action. Those who have already tendered are urged to withdraw their shares by submitting the written notice outlined in the TRC Capital offering documents before the expiration deadline, currently set for 12:01 a.m. Eastern Time on February 5, 2020.
Autodesk also encourages brokers, dealers, and other market participants to review the SEC's letter concerning the dissemination and disclosure of broker-dealer mini-tender offers at [www.sec.gov/divisions/marketreg/minitenders/sia072401.htm](http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm), along with the NASD Notice to Members 99-53 from July 1999, accessible via [http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf](http://www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf).
Autodesk requests that this press release be included in all communications regarding TRC Capital's offer.
**About Autodesk**
Autodesk creates software for those who design and create. Whether you’ve ever driven a high-performance vehicle, marveled at a towering skyscraper, used a smartphone, or enjoyed a great movie, chances are you’ve experienced the work of millions of Autodesk users. We empower people to make anything. For further details, visit [autodesk.com](https://www.autodesk.com/) or follow us on Twitter at [@autodesk](https://twitter.com/autodesk).
*Autodesk is a registered trademark of Autodesk, Inc., and/or its subsidiaries and/or affiliates in the USA and/or other countries. All other brand names, product names, or trademarks belong to their respective owners. Autodesk reserves the right to modify product and service offerings, specifications, and pricing at any time without prior notice, and assumes no liability for typographical or graphical errors in this document.*
*© 2020 Autodesk, Inc. All rights reserved.*
**SOURCE:** Autodesk, Inc.
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