LONDON - BP p.l.c. (NYSE:BP) has advised its American Depositary Share (ADS) holders to reject an unsolicited mini-tender offer from TRC Capital Corporation to purchase up to 4 million ADSs at a price below the recent closing market value. The offer, which commenced on November 19, 2024, represents a 5% discount to the $29.42 closing price of BP's ADSs on the day before the offer began.
The bid by TRC Capital is priced at $27.95 per ADS, whereas the closing price of BP's ADSs on the day prior to the press release was $30.09. BP has clarified that it does not endorse this mini-tender offer and recommends that shareholders do not tender their ADSs in response. The company has highlighted that the offer contains terms that could be disadvantageous to ADS holders who may be considering tendering their shares.
Mini-tender offers such as this target less than 5% of a company's shares, which allows them to bypass many of the disclosure and procedural requirements mandated by the U.S. Securities and Exchange Commission (SEC) for larger tender offers. The SEC has previously issued investor guidance cautioning about such offers, especially those made at below-market prices, as they may exploit investors who do not compare the offer price to the current market price.
BP has emphasized that it is not associated with TRC or its mini-tender offer and has encouraged its ADS holders to consult with their brokers or financial advisors, obtain current market quotations, carefully review the conditions of the offer, and exercise caution. For those who have already tendered their ADSs, BP has indicated that they have the option to withdraw their tendered shares at any time before the expiration of the offer, which is set for 11:59 pm New York City time, on Wednesday, December 18, 2024.
The company has also called upon brokers, dealers, and other market participants to review the SEC's recommendations on dealing with mini-tender offers. This announcement is based on a press release statement issued by BP and is intended to provide shareholders with factual information regarding the mini-tender offer and the company's position on it.
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