ExxonMobil Recommends Shareholders Reject Below-Market Mini-Tender Offer by Ponos Industries LLC
July 28 2020 - 5:00PM
Business Wire
Exxon Mobil Corporation (NYSE:XOM) has received notice of an
unsolicited mini-tender offer by Ponos Industries LLC to purchase
up to 1 million shares of ExxonMobil common stock, which represents
approximately 0.024 percent of the shares outstanding as of the
April 27, 2020 offer date.
Ponos' offer price of $48 per share is conditioned on the
closing price per share exceeding $48 per share on the last day
before the offer expires. This means that the offer will only be
accepted if the offer is below market value.
ExxonMobil recommends that stockholders do not tender their
shares in response to Ponos’ offer because the offer is at a price
below a conditional market price for ExxonMobil’s shares and
subject to numerous conditions. ExxonMobil is not affiliated or
associated in any way with Ponos, its mini-tender offer or the
offer documentation.
Ponos has made many similar mini-tender offers for shares of
other companies. Mini-tender offers seek to acquire less than 5
percent of a company’s shares outstanding, thereby avoiding many
disclosure and procedural requirements of the U.S. Securities and
Exchange Commission (SEC) that apply to offers for more than 5
percent of a company’s shares outstanding. As a result, mini-tender
offers do not provide investors with the same level of protections
as provided by larger tender offers under U.S. securities laws.
The SEC has cautioned 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/reportspubs/investor-publications/investorpubsminitendhtm.html.
ExxonMobil urges investors to obtain current market quotations
for their shares, to consult with their broker or financial advisor
and to exercise caution with respect to Ponos’ offer. ExxonMobil
recommends that shareholders who have not responded to Ponos’ 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 Ponos’ offering documents. The offer is
currently scheduled to expire at 1 p.m. EST on Friday, Nov. 27,
2020. Ponos may extend the offering period at its discretion.
ExxonMobil 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.
ExxonMobil requests that a copy of this news release be included
with all distributions of materials relating to Ponos’ mini-tender
offer related to ExxonMobil shares of common stock.
About ExxonMobil
ExxonMobil, one of the largest publicly traded international
energy companies, uses technology and innovation to help meet the
world’s growing energy needs. ExxonMobil holds an industry-leading
inventory of resources, is one of the largest refiners and
marketers of petroleum products, and its chemical company is one of
the largest in the world. To learn more, visit exxonmobil.com and
the Energy Factor.
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