General Electric Company Recommends Shareholders Reject “Mini-Tender” Offer by Ponos Industries LLC
GE (NYSE:GE) today announced that it received notice of an unsolicited "mini-tender" offer by Ponos Industries LLC (Ponos Industries) to purchase up to 32,142,857 shares of GE common stock, which represents approximately 0.37% of the shares outstanding, at a price of $13.90 per share in cash.
GE does not endorse Ponos Industries’ unsolicited mini-tender offer and recommends that GE shareholders do not tender their shares in the offer.
Ponos Industries 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 exceed the $13.90 offer price. As a result, unless Ponos Industries 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, including that Ponos Industries needs to obtain financing for the offer. There is no assurance that the conditions to the offer will be satisfied. GE shareholders are cautioned that Ponos Industries can extend the offer and delay payment beyond the currently scheduled expiration date of September 21, 2018. GE is not associated with Ponos Industries, 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 Ponos Industries’ mini-tender offer. GE recommends that shareholders who have not responded to Ponos Industries’ 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 September 21, according to Ponos Industries’ 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 5 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/investorpubsmini ...
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 Ponos Industries’ mini-tender offer for shares of GE's common stock.
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