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NEW YORK – 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.
