Aflac Recommends Shareholders Reject Mini-Tender Offer by TRC Capital Corporation

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Jun 27, 2017, 16:30 ET

COLUMBUS, Ga., June 27, 2017 /PRNewswire/ -- Aflac Incorporated announced today that it has received notice of an unsolicited mini-tender offer by TRC Capital Corporation (TRC Capital) to purchase up to 1.5 million shares of Aflac Incorporated common stock, which represents approximately 0.38% of the shares of Aflac Incorporated common stock outstanding as of April 25, 2017. TRC Capital's offer is at a price of $74.25 per share, which is approximately 4.32% lower than the $77.60 closing price of Aflac Incorporated's common stock on June 23, 2017, the last trading day prior to the offer.

Aflac does not endorse this unsolicited offer, has no association with TRC Capital or its offer, and recommends that shareholders do not tender their shares of Aflac Incorporated common stock in response to this offer. The offer is at a price that is below the current market price of Aflac Incorporated common stock and is subject to several conditions. The mini-tender offer seeks to acquire less than 5% of the outstanding shares of Aflac Incorporated common stock, thereby avoiding important investor protections that apply to larger tender offers.

The U.S. Securities and Exchange Commission (SEC) has warned investors that some bidders making mini-tender offers at below market prices are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." More on the SEC's guidance to investors on mini-tender offers is available at www.sec.gov/investor/pubs/minitend.htm.

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to TRC Capital's mini-tender offer. Aflac recommends that shareholders who have not responded to TRC Capital's offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, in accordance with TRC Capital's offering documents. The offer is currently scheduled to expire at 12:01 a.m. New York City time on Wednesday, July 26, 2017. TRC Capital may extend the offering period at its discretion.

Aflac encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Aflac requests that a copy of this news release be included with all distributions of materials relating to TRC Capital's mini-tender offer related to shares of Aflac Incorporated common stock.

About Aflac
When a policyholder gets sick or hurt, Aflac pays cash benefits fast. For six decades, Aflac insurance policies have given policyholders the opportunity to focus on recovery, not financial stress. In the United States, Aflac is the leader in voluntary insurance sales at the worksite. Through its trailblazing One Day PaySM initiative, Aflac U.S. can receive, process, approve and disburse payment for eligible claims in one business day. In Japan, Aflac is the leading provider of medical and cancer insurance and insures 1 in 4 households. Aflac insurance products help provide protection to more than 50 million people worldwide. For 11 consecutive years, Aflac has been recognized by Ethisphere as one of the World's Most Ethical Companies. In 2017, Fortune magazine recognized Aflac as one of the 100 Best Companies to Work for in America for the 19th consecutive year and in 2017 included Aflac on its list of Most Admired Companies for the 16th time. In 2015, Aflac's contact centers were recognized by J.D. Power by providing "An Outstanding Customer Service Experience" for the Live Phone Channel. Aflac Incorporated is a Fortune 500 company listed on the New York Stock Exchange under the symbol AFL. To find out more about Aflac and One Day PaySM, visit aflac.com or espanol.aflac.com.

Institutional investor contact – David A. Young, 706.596.3264 or 800.235.2667; FAX: 706.324.6330 or [email protected]

Media contact – Jon A. Sullivan, 706.596.3014, FAX: 706.320.2288, or [email protected]

SOURCE Aflac Incorporated