P&G Recommends Stockholders Reject Mini-Tender Offer From Mason Bell LLC
July 17 2020 - 9:00AM
Business Wire
The Procter & Gamble Company (NYSE:PG) has been notified of
an unsolicited “mini-tender offer” by Mason Bell LLC to purchase up
to 10,000 shares of the Company’s common stock at a price of
$106.00 per share in cash. Mason Bell’s offer price is
approximately 12.3% lower than the $120.88 closing price of
P&G’s common stock on July 2, 2020, the last trading day prior
to the date of the offer (July 6, 2020).
P&G is not associated in any way with Mason Bell LLC or its
mini-tender offer.
P&G does not endorse Mason Bell’s offer and recommends
shareholders do not tender their shares in response to this
unsolicited mini-tender offer because the offer is at a price below
the current market price of P&G’s shares and is subject to
numerous conditions. In addition, mini-tender offers, such as this
one by Mason Bell, avoid many of the investor protections afforded
to larger tender offers, including the filing of disclosure and
other tender offer documents with the U.S. Securities and Exchange
Commission (SEC) and other procedures mandated by U.S. securities
laws.
The SEC has issued “Tips for Investors” regarding mini-tender
offers, noting that some bidders, in making the offers at
below-market prices, are “hoping that they will catch investors off
guard if the investors do not compare the offer price to the
current market price.” The SEC’s advisory may be found on the SEC
website at http://www.sec.gov/investor/pubs/minitend.htm.
Mason Bell has included a condition in the terms of its offer
that permits it to terminate the offer if the price of P&G’s
common stock on the New York Stock Exchange decreases below the
$106.00 offer price before the offer expires. Unless Mason Bell
waives this condition, P&G common stockholders who tender their
shares in the offer will receive a below-market price.
P&G urges common stockholders to obtain current market
quotations for their shares of common stock, to consult their
broker or financial advisor, and to exercise caution with respect
to Mason Bell’s offer.
P&G recommends that common stockholders who have not
responded to Mason Bell’s offer take no action. P&G common
stockholders who have already tendered their shares may withdraw
their shares by providing the written notice described in the Mason
Bell offering documents prior to the expiration of the offer,
currently scheduled for 8:00 p.m., New York City Time on August 14,
2020.
P&G urges brokers, dealers and other market participants to
review the SEC’s recommendations to broker-dealers in these
circumstances, which can be found on the SEC website at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
P&G requests that a copy of this news release be included
with all distributions of materials relating to Mason Bell’s
mini-tender offer.
About Procter & Gamble
P&G serves consumers around the world with one of the
strongest portfolios of trusted, quality, leadership brands,
including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®,
Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head &
Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®,
Tide®, Vicks®, and Whisper®. The P&G community includes
operations in approximately 70 countries worldwide. Please visit
http://www.pg.com for the latest news and information about P&G
and its brands.
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version on businesswire.com: https://www.businesswire.com/news/home/20200717005255/en/
P&G Media Contact Jennifer Corso +1-513-983-2570
P&G Investor Relations Contact John Chevalier
+1-513-983-9974
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