AT&T Inc.* (“AT&T”) has learned that Ponos Industries LLC (“Ponos”) has made an unsolicited “mini-tender” offer, dated June 8, 2020. Ponos has offered to purchase up to 4 million shares of AT&T common stock at $36.00 per share. While this price is above the current market price of AT&T common stock, the offer is conditioned upon the closing price of AT&T’s shares exceeding the $36.00 offer price, as noted below. The offer expires on July 10, 2020 unless extended by Ponos. This offer is similar to a previous such offer for AT&T stock by Ponos.
AT&T is in no way associated with Ponos Industries LLC and recommends that stockholders reject this unsolicited offer.
Ponos has included a condition in the terms of its offer that states the closing price of AT&T’s shares must exceed the $36.00 offer price on the New York Stock Exchange on the last day of trading before the offer expires. Unless Ponos waives this condition, AT&T 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. AT&T cautions stockholders that Ponos can extend the offer and delay payment beyond the scheduled expiration date of July 10, 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 the U.S. Securities and Exchange Commission (SEC) requires for tender offers.
The SEC has issued an alert on its website regarding mini-tender offers. This alert advises 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.”
AT&T 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.
AT&T requests that a copy of this news release be included with all distributions of materials related to Ponos’ offer for shares of AT&T common stock.
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