Xilinx Recommends Rejection of TRC Capital's "Mini-Tender" Offer

SAN JOSE, Calif., Feb. 21, 2020 -- Xilinx, Inc. (NASDAQ: XLNX) today announced that it has been notified of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation to purchase up to 1.5 million shares of its common stock (approximately 0.6 percent of outstanding shares) at $81.75 per share.

The offer price is approximately 4.52 percent below the $85.62 per share price that Xilinx common stock closed at on February 7, 2020 – the last trading day prior to the date when TRC Capital commenced its mini-tender offer – and is approximately 8.95 percent below the $89.79 per share at which Xilinx common stock closed on February 20, the day prior to this release.

Xilinx does not endorse TRC Capital's unsolicited offer and recommends that Xilinx stockholders reject the offer and not tender their shares in response to it. Not only is the mini-tender offer at a price below the market price for Xilinx shares, as of today's date, it is also subject to numerous conditions, including TRC Capital's ability to obtain financing. Xilinx is not associated in any way with TRC Capital, its mini-tender offer or the offer documentation, nor did Xilinx have advance notice of this mini-tender offer.

TRC Capital has made numerous similar, unsolicited mini-tender offers for shares of other publicly traded companies. Mini-tender offers are designed to seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission ("SEC"), which applies to tender offers for more than five percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.

The SEC's guidance to investors on mini-tender offers is available here. This alert advises that mini-tender offers "have been increasingly used to catch investors off guard. Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers. But they later learn that they cannot withdraw from the offer and may end up selling their securities at below-market prices."

Like TRC Capital's other offers, this one puts individual investors at risk because they may not realize they are selling their shares at a discount. Xilinx urges investors to obtain current market quotations for their shares, review the conditions to the offer, consult with their broker or financial adviser and to exercise caution with respect to TRC Capital's mini-tender offer.

Xilinx stockholders who have already tendered are advised that they may withdraw their shares by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer, which is currently scheduled at 12:01 a.m. Eastern Daylight Time on Wednesday, March 11.

Xilinx requests that a copy of this press release be included with all distributions of materials relating to TRC Capital's offer.

Xilinx encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures here, and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found here.

About Xilinx
Xilinx develops highly flexible and adaptive processing platforms that enable rapid innovation across a variety of technologies - from the endpoint, to the edge, to the cloud. Xilinx is the inventor of the FPGA, hardware programmable SoCs and the ACAP, designed to deliver the most dynamic processor technology in the industry and enable the adaptable, intelligent and connected world of the future. For more information, visit www.xilinx.com.

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