Oracle Corporation (NYSE:ORCL) today announced that it received notice of an unsolicited “mini-tender” offer by Ponos Industries LLC (Ponos Industries) to purchase up to 2,000,000 shares of Oracle capital stock, which represents approximately 0.063% of the common shares outstanding, at a price of $50.00 per share in cash.
Please be aware that shareholders are not required to respond to Ponos Industries’ offer. Oracle does not endorse Ponos Industries’ unsolicited mini-tender offer and recommends that Oracle shareholders do not tender their shares in the offer. Ponos Industries has included in the terms of its offer a condition that the closing price of Oracle’s shares on the New York Stock Exchange on the last trading day prior to the expiration of the offer must exceed the $50.00 offer price. As a result, unless Ponos Industries decides to waive this condition, Oracle shareholders who tender their shares in the offer would receive a below market price for Oracle’s shares through the tender offer. The mini-tender offer is subject to numerous other conditions, including that Ponos Industries needs to obtain financing for the offer. There is no assurance that the conditions to the offer will be satisfied and Oracle shareholders are cautioned that Ponos Industries can extend the offer and delay payment beyond the currently scheduled expiration date of 1:00 p.m. New York City time on April 24, 2020. Oracle is not associated with Ponos Industries, its mini-tender offer or the mini-tender offer documentation.
Mini-tender offers seek to acquire less than 5 percent of a company’s shares outstanding. Consequently, they can avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission (SEC) rules that apply to offers for more than 5 percent of a company’s shares outstanding.
The SEC has cautioned investors about mini-tender offers, stating 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.” The SEC’s guidance to investors on mini-tender offers is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Ponos Industries’ mini-tender offer. Oracle recommends that shareholders who have not responded to Ponos Industries’ offer take no action. Shareholders who have already tendered their shares may withdraw them at any time prior to 1:00 p.m. New York City time on April 24, 2020, according to Ponos Industries’ offering documents. Ponos Industries may extend the offering period at its discretion.
Oracle encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure available at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Oracle requests that a copy of this news release be included with all distributions of materials relating to Ponos Industries’ mini-tender offer related to shares of Oracle’s common stock.