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CA Technologies Recommends Stockholders Reject Mini-Tender Offer by TRC Capital

CA does not endorse unsolicited offer below current market price for CA shares

CA Technologies received notice of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 3,000,000 shares of CA common stock, or approximately 0.68 percent of CA’s outstanding common stock, at a price of $29.75 per share. CA cautions stockholders that the offer is being made at a 4.59 percent discount to the closing price of $31.18 per share for the company’s common stock on February 3, 2015, the day prior to the date the offer commenced, and approximately 6.89 percent below closing market price of $31.95 on February 9.

CA does not endorse TRC Capital’s offer and recommends that stockholders reject the offer because the offer price is below the current market price for CA shares and is subject to numerous conditions, including TRC Capital’s obtaining sufficient financing necessary to consummate the offer. CA recommends that any stockholders who have tendered shares to TRC Capital withdraw those shares by providing written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for March 6, 2015 unless the offer is extended.

CA urges investors to obtain current market price quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital’s offer.

CA is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation. The TRC Capital mini-tender offer is also not related to CA’s own previously announced authorization to repurchase shares of its common stock.

The SEC has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price with the current market price.”

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CA Technologies Recommends Stockholders Reject Mini-Tender Offer by TRC Capital

CA does not endorse unsolicited offer below current market price for CA shares

CA Technologies received notice of an unsolicited mini-tender offer by TRC Capital Corporation to purchase up to 3,000,000 shares of CA common stock, or approximately 0.68 percent of CA’s outstanding common stock, at a price of $29.75 per share. CA cautions stockholders that the offer is being made at a 4.59 percent discount to the closing price of $31.18 per share for the company’s common stock on February 3, 2015, the day prior to the date the offer commenced, and approximately 6.89 percent below closing market price of $31.95 on February 9.

CA does not endorse TRC Capital’s offer and recommends that stockholders reject the offer because the offer price is below the current market price for CA shares and is subject to numerous conditions, including TRC Capital’s obtaining sufficient financing necessary to consummate the offer. CA recommends that any stockholders who have tendered shares to TRC Capital withdraw those shares by providing written notice described in the offering documentation before the expiration of the offer, which is currently scheduled for March 6, 2015 unless the offer is extended.

CA urges investors to obtain current market price quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to TRC Capital’s offer.

CA is not associated with TRC Capital, its mini-tender offer or the mini-tender offer documentation. The TRC Capital mini-tender offer is also not related to CA’s own previously announced authorization to repurchase shares of its common stock.

The SEC has cautioned investors about mini-tender offers, noting that “some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price with the current market price.”

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According to Auvik's 2025 IT Trends Report, 60% of IT professionals feel at least moderately burned out on the job, with 43% stating that their workload is contributing to work stress. At the same time, many IT professionals are naming AI and machine learning as key areas they'd most like to upskill ...

Businesses that face downtime or outages risk financial and reputational damage, as well as reducing partner, shareholder, and customer trust. One of the major challenges that enterprises face is implementing a robust business continuity plan. What's the solution? The answer may lie in disaster recovery tactics such as truly immutable storage and regular disaster recovery testing ...

IT spending is expected to jump nearly 10% in 2025, and organizations are now facing pressure to manage costs without slowing down critical functions like observability. To meet the challenge, leaders are turning to smarter, more cost effective business strategies. Enter stage right: OpenTelemetry, the missing piece of the puzzle that is no longer just an option but rather a strategic advantage ...

Amidst the threat of cyberhacks and data breaches, companies install several security measures to keep their business safely afloat. These measures aim to protect businesses, employees, and crucial data. Yet, employees perceive them as burdensome. Frustrated with complex logins, slow access, and constant security checks, workers decide to completely bypass all security set-ups ...

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In 2025, enterprise workflows are undergoing a seismic shift. Propelled by breakthroughs in generative AI (GenAI), large language models (LLMs), and natural language processing (NLP), a new paradigm is emerging — agentic AI. This technology is not just automating tasks; it's reimagining how organizations make decisions, engage customers, and operate at scale ...

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