Verizon Recommends Stockholders Reject Mini-Tender Offer from Ponos Industries LLC
July 10 2020 - 4:00PM
Verizon Communications Inc. (“Verizon”) received notice of a
"mini-tender" offer by Ponos Industries LLC (“Ponos”) and
recommends that its stockholders reject the unsolicited offer.
Pursuant to the offer, which is dated June 26, 2020, Ponos is
offering to purchase up to 2 million shares of Verizon common stock
at $60.00 per share. While this price is above the current market
price of Verizon common stock, the offer is conditioned upon the
closing price of Verizon’s shares exceeding the $60.00 offer price,
as noted below. The offer expires on July 30, 2020, unless
extended. Verizon is not associated with Ponos or its
“mini-tender” offer.
According to guidance on the U.S. Securities and Exchange
Commission (“SEC”) website, mini-tender offers “have been
increasingly used to catch investors off guard” and investors “may
end up selling their securities at below-market prices.”
Ponos, organized under the laws of the Caribbean Island of
Nevis, has included a condition in the terms of its offer that
states that the closing price of Verizon's shares on the New York
Stock Exchange on the last full day of trading before the offer
expires (as such date may be extended) must exceed the $60.00 per
share offer price. Unless Ponos waives this condition, Verizon
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.
Verizon cautions stockholders that Ponos can extend the offer and
delay payment beyond the scheduled expiration date of July 30,
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 that the SEC requires for
tender offers.
Verizon 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.
Verizon requests that a copy of this news release be included
with all distributions of materials related to Ponos’ offer for
shares of Verizon common stock.
Verizon Communications Inc. (NYSE, Nasdaq: VZ) was formed on
June 30, 2000 and is celebrating its 20th year as one of the
world’s leading providers of technology, communications,
information and entertainment products and services. Headquartered
in New York City and with a presence around the world, Verizon
generated revenues of $131.9 billion in 2019. The company
offers voice, data and video services and solutions on its award
winning networks and platforms, delivering on customers’ demand for
mobility, reliable network connectivity, security and control.
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Media contact:Kimberly
Ancin908.801.0500kimberly.ancin@verizon.com
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