General Electric Company Recommends Shareholders Reject “Mini-Tender” Offer by Novos First Inc.
September 27 2019 - 8:06AM
Business Wire
GE (NYSE: GE) today announced that it received notice of an
unsolicited "mini-tender" offer by Novos First Inc. (Novos First)
to purchase up to 600,000 shares of GE common stock. Novos First’s
offer price of $7.65 per share is approximately 18.44% lower than
the $9.38 closing price of GE shares on September 16, 2019, the
date of the commencement of the offer.
GE does not endorse Novos First’s unsolicited mini-tender offer
and recommends that GE shareholders do not tender their shares in
the offer.
Novos First has included in the terms of its offer a condition
that the closing price of GE’s shares on the New York Stock
Exchange on the last trading day prior to the expiration of the
offer must not decrease below the $7.65 offer price. As a result,
unless Novos First decides to waive this condition, GE shareholders
who tender their shares in the offer would receive a below-market
price for GE’s shares through the tender offer.
The mini-tender offer is subject to numerous other conditions.
There is no assurance that the conditions to the offer will be
satisfied. GE shareholders are cautioned that Novos First can
extend the offer and delay payment beyond the currently scheduled
expiration date of October 17, 2019. GE is not associated with
Novos First, its mini-tender offer or the mini-tender offer
documentation.
Shareholders should obtain current market quotations for their
shares, consult with their broker or financial advisor, and
exercise caution with respect to Novos First’s mini-tender offer.
GE recommends that shareholders who have not responded to Novos
First’s offer take no action. Shareholders who have already
tendered their shares may withdraw them at any time prior to 5:00
p.m. New York City time, on October 17, according to Novos First’s
offering documents.
Mini-tender offers seek to acquire less than five percent of a
company's outstanding shares. Consequently, they can avoid many
disclosure and procedural requirements of U.S. Securities and
Exchange Commission (SEC) rules that apply to offers for more than
five percent of a company's outstanding shares.
The SEC has cautioned investors about mini-tender offers,
stating 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.” The SEC's guidance to
investors on mini-tender offers is available at
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html
GE 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 available at
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
GE requests that a copy of this news release be included with
all distributions of materials relating to Novos First’s
mini-tender offer for shares of GE's common stock.
About GE
GE (NYSE:GE) drives the world forward by tackling its biggest
challenges. By combining world-class engineering with software and
analytics, GE helps the world work more efficiently, reliably, and
safely. For more than 125 years, GE has invented the future of
industry, and today it leads new paradigms in additive
manufacturing, materials science, and data analytics. GE people are
global, diverse and dedicated, operating with the highest integrity
and passion to fulfill GE’s mission and deliver for our customers.
www.ge.com.
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GE Investors: Steve Winoker, 617.443.3400
swinoker@ge.com
GE Media: Mary Kate Mullaney, 202.304.6514
marykate.nevin@ge.com
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