ConocoPhillips Urges Stockholders to Reject Mini-Tender Offer by Baker Mills

ConocoPhillips is urging stockholders to reject an unsolicited mini-tender offer by Baker Mills LLC to buy up to 55,000 shares of ConocoPhillips common stock.

The offer represents approximately 0.005 percent of the outstanding shares of ConocoPhillips common stock. The offer price is $54 a share which is nearly 17.9 percent lower than the $65.79 closing share price of ConocoPhillips common stock on the New York Stock Exchange in mid-April, the last trading day before the offer date.

ConocoPhillips announced it did not endorse the offer by Baker Mills. Because the offering price was below the current market value, the company was also recommending that stockholders reject the unsolicited offer.

Baker Mills has made similar mini-tender offers for shares of other companies. Mini-tender offers, such as this one, seek to acquire less than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC). As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws.