Kyndryl Recommends Shareholders Reject "Mini-Tender" Offer by TRC Capital Investment Corporation

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Dec 21, 2021, 16:30 ET

NEW YORK, Dec. 21, 2021 /PRNewswire/ -- On December 15, 2021, Kyndryl Holdings, Inc. ("Kyndryl") received notification of an unsolicited "mini-tender" offer by TRC Capital Investment Corporation ("TRC"), dated December 10, 2021, to purchase up to 5,000,000 shares of Kyndryl's common stock, which is approximately 2.23% of the 224,136,041 shares outstanding as of November 11, 2021, at a price of $17.35 per share in cash.

TRC's offer price is approximately 4.51% less than the closing price of Kyndryl's common stock on the New York Stock Exchange on December 10, 2021.

Kyndryl does not endorse TRC's mini-tender offer and recommends that Kyndryl stockholders do not tender their shares in response to the offer because the offer is at a price below the current market price for Kyndryl's shares.

Kyndryl urges stockholders to obtain current market quotes for their shares, to review the conditions to TRC's mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to this mini-tender offer. Kyndryl is not associated with TRC, its mini-tender offer or the offer documentation.

Mini-tender offers are designed to seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many investor protections, including the disclosure and procedural requirements of the Securities and Exchange Commission ("SEC") that apply to larger tender offers under the United States securities laws.

The SEC has cautioned investors about these offers, noting that "[s]ome 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 to the current market price." The SEC's Tips for Investors regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.

Kyndryl requests that a copy of this press release be included with all distributions of materials relating to TRC's mini-tender offer.

About Kyndryl

Kyndryl (NYSE "KD" @kyndryl) is the world's largest IT infrastructure services provider. The company designs, builds, manages, and modernizes the complex, mission-critical information systems that the world depends on every day. Kyndryl' s nearly 90,000 employees serve over 4,000 customers in more than 60 countries around the world, including 75 percent of the Fortune 100. For more information, visit www.kyndryl.com.

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SOURCE Kyndryl