Jacksonville, FL (Mar. 28, 2007) - CSX Corporation (NYSE: CSX) announced today that it has been notified of an unsolicited "mini-tender offer" by TRC Capital Corporation to purchase up to 3,000,000 shares of CSX's common stock, representing approximately 0.68 percent of CSX's outstanding shares. TRC Capital's offer price of $35.50 represents, as TRC's own offer document acknowledges, a 3.38 percent discount to the closing price of CSX's stock on March 14, 2007 ($36.74), the day prior to the date of the offer, and a 9.16 percent discount to yesterday's closing price of $39.08.
CSX recommends against stockholders tendering their shares in response to TRC Capital's unsolicited mini-tender offer. Mini-tender offers such as this one avoid many of the investor protections afforded for larger tender offers, including the filing of disclosure and other tender offer documents with the Securities and Exchange Commission (SEC) and other procedures required by United States securities laws. CSX is in no way associated with TRC Capital Corporation, its mini-tender offer or the offer documentation.
CSX strongly urges investors to obtain current market quotations for their shares of CSX common stock, to consult with their financial advisors and to exercise caution with respect to TRC Capital's offer. Shareholders who may already have tendered their shares may withdraw them by providing the written notice described in the TRC Capital offering documents prior to the expiration of the offer currently scheduled for 12:01 a.m., New York City time, on Monday, April 16, 2007.
The SEC has issued an investor alert regarding these mini-tender offers. The SEC has noted 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's website at
www.sec.gov/investor/pubs/minitend.htm. The Canadian Securities Administrators have also issued an advisory entitled "Mini-Tender Offers - Watch Out For Mini-Tender Offers Below Market Price!", which may be found at
www.osc.gov.on.ca/Media/NewsReleases/1999/nr_19990927_mini.jsp.
CSX refers broker/dealers and other market participants in the dissemination of TRC Capital's offer to the SEC's recommendations to broker/dealers in these circumstances, which can be found at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and to Information Memo Number 01-27 issued by the New York Stock Exchange on Sept. 28, 2001, regarding the dissemination of mini-tender offer materials, which can be found under the "Market Professional - Information Memos" tab on the NYSE's website at
www.nyse.com .
CSX Corporation, based in Jacksonville, Fla., is one of the leading transportation companies, providing rail, intermodal and rail-to-truck transload services. The company's transportation network spans 21,000 miles, with service to 23 eastern states and the District of Columbia, and connects to more than 70 ocean, river and lake ports. More information about CSX Corporation and its subsidiaries is available at the company's web site,
www.csx.com.