RIVERWOODS, Ill.--(BUSINESS WIRE)--Aug. 20, 2007--Discover
Financial Services (NYSE:DFS) announced today that it has been
notified of an unsolicited mini-tender offer by TRC Capital
Corporation (TRC) to purchase up to four million shares of Discover's
common stock, representing less than 1% of the shares of common stock
outstanding. TRC's offer price of $22.00 per share is 3.8% below the
share closing price of Discover's common stock on August 7, 2007, the
day before the offer, and is subject to a number of conditions,
including the right to terminate in the event of a decrease in the
market price of the shares. TRC has made numerous unsolicited
mini-tender offers for shares of other companies in the past.
Discover recommends against shareholders tendering their shares in
response to TRC's unsolicited mini-tender offer. Mini-tender offers,
such as this one, avoid many of the investor protections afforded to
larger tender offers, including the filing of disclosure and other
tender offer documents with the Securities and Exchange Commission
(SEC) and other procedures mandated by U.S. securities laws. Discover
is in no way associated with TRC, its mini-tender offer or the offer
documentation.
The SEC has issued an investor advisory regarding mini-tender
offers, noting that in making the offers at below-market prices
"bidders are hoping that they will catch investors off guard if the
investors do not compare the offer price to the current market price."
Investors are urged to consult with their brokers or financial
advisors on such matters. The SEC advisory may be found on the SEC web
site, at www.sec.gov/investor/pubs/minitend.htm.
Discover urges shareholders to obtain current market quotations
for their shares of common stock, to consult with their financial
advisors and to exercise caution with respect to this offer. The
company advises shareholders who already have tendered that they may
withdraw their common shares by providing the written notice described
in the TRC offering documents prior to the expiration of the offer,
currently scheduled for 12:01 a.m. EST on Friday, September 7, 2007.
About Discover Financial Services
Discover Financial Services (NYSE:DFS) operates the Discover Card
with more than 50 million cardmembers, the Discover Network with
millions of merchant and cash access locations, and the Goldfish
credit card business in the United Kingdom. Discover Financial
Services also operates the PULSE ATM/debit network, which serves more
than 4,400 financial institutions and includes nearly 260,000 ATMs, as
well as POS terminals, nationwide. For more information, visit
www.discoverfinancial.com.
CONTACT: Discover Financial Services
Media Contact
Leslie Sutton, 224-405-3965
lesliesutton@discover.com
or
Investor Relations Contact
Craig Streem, 224-405-3575
craigstreem@discover.com
SOURCE: Discover Financial Services