MINNEAPOLIS--(BUSINESS WIRE)--Nov. 1, 2005--Ameriprise Financial,
Inc. (NYSE:AMP) today said that it has been notified of an unsolicited
so-called "mini-tender" offer by TRC Capital Corporation to purchase
up to 2.5 million shares of its common stock, representing
approximately 1 percent of the outstanding shares. TRC Capital's offer
price of $31.10 net per share represents a 4.1 percent discount to the
$32.43 per share closing price of Ameriprise Financial's stock on
October 18, 2005, the day prior to the date of the offer, and is more
than 16.4 percent below yesterday's $37.22 per share NYSE closing
price.
Ameriprise Financial stated that it strongly recommends against
stockholders tendering their shares in response to this unsolicited
mini-tender offer, which is subject to numerous conditions. Ameriprise
Financial noted that it is in no way associated with TRC Capital
Corporation, the mini-tender offer or the offer documentation.
Ameriprise Financial understands that TRC Capital in the past has
made similar unsolicited mini-tender offers involving the stock of a
number of other companies. These offers seek to acquire less than 5
percent of a company's outstanding shares and thereby avoid many
procedural and disclosure requirements of the Securities and Exchange
Commission (SEC) because they are below the SEC's threshold to provide
such disclosure and procedural protections for investors.
The SEC has issued an investor alert regarding these 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."
The SEC's advisory may be found on the SEC web site, at
www.sec.gov/investor/pubs/minitend.htm.
Ameriprise Financial stockholders who already have tendered their
shares 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 currently scheduled for 12:01 AM,
New York City Time on November 17, 2005.
Ameriprise Financial urges investors to obtain current market
quotations for their shares of common stock, to consult their
financial advisor and to exercise caution with respect to TRC
Capital's offer.
Ameriprise Financial draws the attention of broker-dealers and
other market participants in the dissemination of the offer to the
SEC's recommendations to broker-dealers in these circumstances, which
can be found on the SEC's website at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and
to Information Memo Number 01-27 issued by the NYSE on September 28,
2001 regarding the dissemination of mini-tender offer materials, which
can be found under the "Market Professionals -- Information Memos" tab
on the NYSE's website at http://www.nyse.com/. Ameriprise Financial
requests that a copy of this press release be included with all
distributions of materials relating to TRC Capital's mini-tender
offer.
Ameriprise Financial is one of the nation's leading financial
planning, asset management and insurance companies. Through its
nationwide network of more than 10,000 financial advisors, Ameriprise
Financial delivers solutions to clients through a comprehensive and
personalized financial planning approach built on a long term
relationship with a knowledgeable advisor. The company specializes in
meeting the retirement-related financial needs of the mass affluent.
For more information, visit www.ameriprise.com
Financial advisory services and investments available through
Ameriprise Financial Services, Inc., Member NASD and SIPC.
RiverSource(SM) insurance and annuities issued by IDS Life Insurance
Company, and in New York only, IDS Life Insurance Company of New York,
Albany, New York. These companies are part of Ameriprise Financial,
Inc.
CONTACT: Ameriprise Financial, Inc., MinneapolisPaul Johnson, 612-671-0625
paul.w.johnson@ampf.com
SOURCE: Ameriprise Financial, Inc.