Verizon Recommends Stockholders Reject Mini-Tender Offer from Ponos Industries LLC

Rhea-AI Summary

Verizon Communications Inc. has advised shareholders to reject a mini-tender offer from Ponos Industries LLC, dated June 26, 2020. Ponos aims to purchase up to 2 million shares at $60.00 each, which is above the current market price. However, the offer's acceptance hinges on Verizon's stock exceeding $60.00 on the last trading day before expiration, July 30, 2020. Verizon cautions shareholders about potential losses from below-market prices and advises them to consult financial advisors and consider current market quotes before deciding.

Positive

• The offer price of $60.00 is above the current market price of Verizon's shares.

Negative

• The offer is conditional upon Verizon's share price exceeding $60.00, risking shareholders receiving below-market prices.
• Ponos must fulfill multiple conditions, including obtaining financing for the offer, which introduces uncertainty.

NEW YORK, July 10, 2020 (GLOBE NEWSWIRE) -- 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.

VERIZON’S ONLINE MEDIA CENTER: News releases, stories, media contacts and other resources are available at www.verizon.com/about/news/. News releases are also available through an RSS feed. To subscribe, visit www.verizon.com/about/rss-feeds/.

Media contact:
Kimberly Ancin
908.801.0500
kimberly.ancin@verizon.com

FAQ

What is the mini-tender offer by Ponos Industries for Verizon stock (VZ)?

Ponos Industries is offering to buy up to 2 million shares of Verizon at $60.00 each, but the offer is conditional on Verizon's share price exceeding this amount.

What is Verizon's recommendation regarding the mini-tender offer from Ponos (VZ)?

Verizon recommends its stockholders reject the unsolicited mini-tender offer from Ponos.

What are the risks associated with the mini-tender offer for Verizon (VZ)?

The risks include the potential for shareholders to sell at below-market prices if the conditions of the offer are not met.

When does the mini-tender offer from Ponos expire for Verizon (VZ)?

The offer expires on July 30, 2020, unless extended by Ponos.

Where can Verizon shareholders find more information about the mini-tender offer (VZ)?

Verizon shareholders should consult financial advisors and refer to the current market quotes for more information.