Colgate Continues to Recommend Shareholders Reject “Mini-Tender” Offer by Baker Mills LLC Following Increase in Number of...
March 19 2018 - 4:30PM
Business Wire
On March 16, 2018, Colgate-Palmolive Company (“Colgate”)
received notification from Baker Mills LLC (“Baker Mills”) that it
had increased the number of shares subject to Baker Mills’s
“mini-tender” offer to purchase shares of outstanding common stock
of Colgate from 45,000 shares to 100,000 shares, representing
approximately 0.0114% of the Company’s outstanding common stock as
of January 31, 2018. Baker Mills’s offer price of $57.00 continues
to represent a significant discount from the current market price
of Colgate’s common stock – approximately 18% less than the $69.27
and $69.62 closing prices per share of Colgate’s common stock on
March 2, 2018 and on March 16, 2018, the last trading day before
the mini-tender offer commenced and the day on which Colgate
received notification of the increase in the number of shares
sought, respectively.
Colgate does not endorse Baker Mills’s mini-tender offer and
continues to recommend that Colgate stockholders do not tender
their shares in response to the offer because the offer is at a
price below the current market price for Colgate’s shares. Colgate
also continues to recommend that any stockholders who have tendered
shares to Baker Mills withdraw those shares by providing the
written notice described in the offering documentation before the
expiration of the offer, which is currently scheduled for 5:00pm
New York time on April 4, 2018.
Colgate is not associated with Baker Mills, its mini-tender
offer or the offer documentation.
Colgate urges stockholders to obtain current market quotes
for their shares, to review the conditions to Baker Mills’s
mini-tender offer, to consult with their brokers or financial
advisors and to exercise caution with respect to Baker Mills’s
mini-tender offer.
Baker Mills has made similar unsolicited mini-tender offers for
shares of other public companies. Mini-tender offers are designed
to seek less than five percent of a company’s outstanding shares,
thereby avoiding many investor protections including the disclosure
and procedural requirements applicable to most bids under United
States securities laws. As a result, mini-tender offers do not
provide investors with the same level of protections as provided by
larger tender offers under United States securities laws. The U.S.
Securities and Exchange Commission (“SEC”) has cautioned investors
about mini-tender offers noting that “some bidders make mini-tender
offers at below-market prices, hoping that they will catch
investors off guard if the investors do not compare the offer price
to the current market price.” The SEC also published investor tips
regarding these offers on its website at:
http://www.sec.gov/investor/pubs/minitend.htm.
Colgate encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosures at
www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and
NASD’s Notice to Members 99-53, issued July 1999, regarding
guidance to members forwarding mini-tender offers to their
customers, which can be found at
www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
Colgate requests that a copy of this press release be included
with all distributions of materials relating to Baker Mills’s
mini-tender offer for shares of Colgate common stock.
* * *
About Colgate-Palmolive: Colgate-Palmolive is a leading global
consumer products company, tightly focused on Oral Care, Personal
Care, Home Care and Pet Nutrition. Colgate sells its products in
over 200 countries and territories around the world under such
internationally recognized brand names as Colgate, Palmolive,
Softsoap, Irish Spring, Protex, Sorriso, Kolynos, elmex, Tom’s of
Maine, Sanex, Ajax, Axion, Soupline, and Suavitel, as well as
Hill's Science Diet, Hill's Prescription Diet and Hill’s Ideal
Balance. For more information about Colgate's global business,
visit the Company's web site at http://www.colgatepalmolive.com. To
learn more about Colgate’s global oral health education program,
Bright Smiles, Bright Futures™, please visit
http://www.colgatebsbf.com. CL-C
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Colgate-Palmolive CompanyJohn Faucher, 212-310-3653Hope Spiller,
212-310-2291
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