AT&T Recommends Shareholders Reject Mini-Tender Offer from Ponos Industries LLC
September 20 2018 - 4:09PM
Business Wire
AT&T Inc.* (“AT&T”) has learned that Ponos Industries
LLC (“Ponos”) has made an unsolicited “mini-tender” offer, dated
September 10, 2018. Ponos has offered to purchase up to 14 million
shares of AT&T common stock at $36.00 per share. While this
price is above the current market price of AT&T common stock,
the offer is conditioned upon the closing price of AT&T’s
shares exceeding the $36.00 offer price, as noted below. The offer
expires on October 12, 2018 unless extended by Ponos.
AT&T is in no way associated with Ponos Industries LLC and
recommends that shareholders reject this unsolicited offer.
Ponos has included a condition in the terms of its offer that
states the closing price of AT&T’s shares must exceed the
$36.00 offer price on the New York Stock Exchange on the last day
of trading before the offer expires. Unless Ponos waives this
condition, AT&T shareholders who tender their shares in the
offer will receive a below-market price. There is no guarantee the
conditions of the offer will be satisfied, and it is subject to
numerous other conditions, including Ponos obtaining the financing
for the offer. AT&T cautions shareholders that Ponos can extend
the offer and delay payment beyond the scheduled expiration date of
October 12, 2018.
Mini-tender offers seek less than 5 percent of a company’s
outstanding shares. This lets the offering company avoid many
disclosure and procedural requirements the U.S. Securities and
Exchange Commission (SEC) requires for tender offers.
The SEC has issued an alert on its website regarding mini-tender
offers. This alert advises that mini-tender offers “have been
increasingly used to catch investors off guard” and that investors
“may end up selling their securities at below-market prices.”
AT&T urges investors to obtain current market quotes for
their shares of common stock, consult with their financial advisors
and exercise caution with Ponos’ offer. Shareholders who already
tendered their shares may withdraw them by providing the written
notice described in the Ponos offering documents before the
expiration of the offer and at other times described in the
offering.
AT&T requests that a copy of this news release be included
with all distributions of materials related to Ponos’ offer for
shares of AT&T common stock.
*About AT&TAT&T Inc. (NYSE:T) is a diversified,
global leader in telecommunications, media and entertainment, and
technology. It executes in the market under four operating units.
WarnerMedia’s HBO, Turner and Warner Bros. divisions are world
leaders in creating premium content, operate the world’s largest TV
and film studio, and own a world-class library of entertainment.
AT&T Communications provides more than 100 million U.S.
consumers with entertainment and communications experiences across
TV, mobile and broadband services. Plus, it serves more than 3
million business customers with high-speed, highly secure
connectivity and smart solutions. AT&T Latin America provides
pay-TV services across 11 countries and territories in Latin
America and the Caribbean, and is the fastest growing wireless
provider in Mexico, serving consumers and businesses. AT&T ad
and analytics provides marketers with innovative, targeted,
data-driven advertising solutions around premium video content.
AT&T products and services are provided or offered by
subsidiaries and affiliates of AT&T Inc. under the AT&T
brand and not by AT&T Inc. Additional information is available
at about.att.com. © 2018 AT&T Intellectual Property. All rights
reserved. AT&T, the Globe logo and other marks are trademarks
and service marks of AT&T Intellectual Property and/or AT&T
affiliated companies. All other marks contained herein are the
property of their respective owners.
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version on businesswire.com: https://www.businesswire.com/news/home/20180920005878/en/
AT&T Inc.McCall Butler, 470-773-5704Corporate and Financial
Communicationsmb8191@att.com
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