General Electric Company Recommends Shareholders Reject “Mini-Tender” Offer by Ponos Industries LLC
GE (NYSE:GE) today announced that it received notice of an unsolicited "mini-tender" offer by Ponos Industries LLC (Ponos
Industries) to purchase up to 32,142,857 shares of GE common stock, which represents approximately 0.37% of the shares outstanding,
at a price of $13.90 per share in cash.
GE does not endorse Ponos Industries’ unsolicited mini-tender offer and recommends that GE 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 GE’s shares on the New York Stock
Exchange on the last trading day prior to the expiration of the offer must exceed the $13.90 offer price. As a result, unless Ponos
Industries decides to waive this condition, GE shareholders who tender their shares in the offer would receive a below-market price
for GE’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. GE shareholders are cautioned that Ponos
Industries can extend the offer and delay payment beyond the currently scheduled expiration date of September 21, 2018. GE is not
associated with Ponos Industries, its mini-tender offer or the mini-tender offer documentation.
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. GE 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
5:00 p.m. New York City time, on September 21, according to Ponos Industries’ offering documents.
Mini-tender offers seek to acquire less than five percent of a company's outstanding shares. 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 outstanding shares.
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
GE 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
GE requests that a copy of this news release be included with all distributions of materials relating to Ponos Industries’
mini-tender offer for shares of GE's common stock.
About GE
GE (NYSE:GE) drives the world forward by tackling its biggest challenges: Energy, health, transportation—the essentials of
modern life. By combining world-class engineering with software and analytics, GE helps the world work more efficiently, reliably,
and safely. For more than 125 years, GE has invented the future of industry, and today it leads new paradigms in additive
manufacturing, materials science, and data analytics. GE people are global, diverse and dedicated, operating with the highest
integrity and passion to fulfill GE’s mission and deliver for our customers. www.ge.com
GE
Investors:
Todd Ernst, 617-443-3450
todd.ernst@ge.com
or
Media:
Mary Kate Nevin, 202-304-6514
marykate.nevin@ge.com
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