CAMDEN, N.J. — Campbell Soup Co. on July 16 issued a statement saying it does not endorse an unsolicited mini-tender offer submitted by Ponos Capital L.L.C. to purchase up to 5,952,381 shares of Campbell Soup capital stock. The Wyoming, Del.-based firm, which submitted its mini-tender offer on July 3, has offered $42 per share in cash for the shares, which represent approximately 1.98% of Campbell Soup’s common shares outstanding.
Campbell Soup said its shareholders are not required to respond to the offer and recommended that its shareholders do not tender their shares in the offer.
“Ponos Capital has included in the terms of its offer a condition that the closing price of Campbell’s shares on the New York Stock Exchange on the last trading day prior to the expiration of the offer must exceed the $42 offer price,” Campbell Soup said. “As a result, unless Ponos Capital decides to waive this condition, Campbell shareholders who tender their shares in the offer would receive a below market price for Campbell’s shares through the tender offer. The mini-tender offer is subject to numerous other conditions, including that Ponos Capital needs to obtain financing for the offer. There is no assurance that the conditions to the offer will be satisfied. Campbell shareholders are cautioned that Ponos Capital can extend the offer and delay payment beyond the currently scheduled expiration date of Aug. 10, 2018.”
Mini-tender offers seek to acquire less than 5% of a company’s shares outstanding. As a result, the offers are able to avoid many disclosure and procedural requirements of U.S. Securities and Exchange Commission rules that apply to offers that exceed 5%, Campbell Soup said.
The S.E.C. has warned investors about mini-tender offers, according to Campbell Soup, noting that in some cases they have been used “to catch investors off guard,” and that investors “may end up selling their securities at below-market prices.”