ConocoPhillips urges shareholders to reject min-tender offer

ConocoPhillips has come out and advised shareholders it is not endorsing a mini-tender offer by Baker Mills LLC to buy up to 50,000 shares of ConocoPhillips common stock.

It is an unsolicited offer to buy the shares from stockholders and the offering price is $55 a share. ConocoPhillips said in a recent announcement the offer is 16.99 percent lower than the $66.26 closing shrae price of stock on the New York Stock Exchange as of Feb. 8, 2019, the last trading day prior to the offer date.

ConocoPhillips does not endorse Baker Mills’ unsolicited mini-tender offer and is not associated in any way with Baker Mills, its mini-tender offer or its mini-tender offer documents. Because Baker Mills’ offer price is below the current market value for shares of ConocoPhillips common stock, ConocoPhillips recommends that stockholders reject this unsolicited offer and not tender their shares in response to Baker Mills’ offer, or, if stockholders have already tendered shares, that they withdraw their shares by providing the written notice described in the Baker Mills mini-tender offer documents prior to the expiration of the offer, currently scheduled for 5:00 p.m., New York City time, on March 14, 2019.

In April 2018, Baker Mills made a similar mini-tender offer to purchase shares of ConocoPhillips common stock, which ConocoPhillips also did not endorse and recommended that its stockholders not tender their shares in response to the offer.

Mini-tender offers 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.

The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.”

ConocoPhillips urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to Baker Mills’ offer.

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