AT&T Recommends Stockholders Reject Mini-Tender Offer from Ponos Industries LLC
June 16 2020 - 5:05PM
Business Wire
AT&T Inc.* (“AT&T”) has learned that Ponos
Industries LLC (“Ponos”) has made an unsolicited “mini-tender”
offer, dated June 8, 2020. Ponos has offered to purchase up to 4
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 July 10, 2020 unless extended by Ponos. This
offer is similar to a previous such offer for AT&T stock by
Ponos.
AT&T is in no way
associated with Ponos Industries LLC and recommends that
stockholders 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 stockholders 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 stockholders that Ponos can extend
the offer and delay payment beyond the scheduled expiration date of
July 10, 2020.
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. Stockholders 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&T
AT&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 is a
leading media and entertainment company that creates and
distributes premium and popular content to global audiences through
its consumer brands, including: HBO, HBO Max, Warner Bros., TNT,
TBS, truTV, CNN, DC Entertainment, New Line, Cartoon Network, Adult
Swim and Turner Classic Movies. AT&T Communications provides
more than 100 million U.S. consumers with entertainment and
communications experiences across TV, mobile and broadband. Plus,
it serves high-speed, highly secure connectivity and smart
solutions to nearly 3 million business customers. AT&T Latin
America provides pay-TV services across 10 countries and
territories in Latin America and the Caribbean and wireless
services to consumers and businesses in Mexico, where it is the
fastest-growing wireless provider. Xandr provides marketers with
innovative and relevant advertising solutions for consumers around
premium video content and digital advertising through its
platform.
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. © 2020 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/20200616006016/en/
Fletcher Cook AT&T Inc. Phone: 214-912-8541 Email:
fletcher.cook@att.com
Daphne Avila AT&T Inc. Phone: (972) 266-3866 Email:
daphne.avila@att.com
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