Ford Motor Co. has received an unsolicited mini-tender offer by Baker Mills LLC to purchase up to 400,000 shares of common stock, par value of $0.01 per share, of Ford. It advises shareholders to turn down the mini-tender offer by the Delaware firm.
“Ford is not associated with this mini-tender offer and does not endorse Baker Mills' unsolicited offer," the company stated. "Ford recommends against shareholders tendering their shares in response to Baker Mills’ offer because the offer is at a price below the current market price of Ford common stock. Ford is not affiliated or associated in any way with Baker Mills, its mini-tender offer, or the mini-tender offer documentation.”
Baker Mills' offer represents approximately 0.010 percent of Ford’s outstanding common stock. The offer price of $7 per share in cash is roughly 17.84 percent lower than the $8.52 closing price of Ford common stock on Dec. 14, 2018, the last closing price prior to the offer.
Ford recommends shareholders check market quotations for their shares; discuss the situation with their financial advisers; and exercise caution with respect to Baker Mills' below-market, mini-tender offer. Ford shareholders who already have tendered are advised that they may withdraw their shares prior to the expiration of the offer, as described in the Baker Mills Offer to Purchase document. Shareholders who have not responded to Baker Mills’ offer are advised to turn down the offer.
“Ford understands that Baker Mills has made similar below-market, mini-tender offers for other companies’ shares," the company said. "Mini-tender offers are devised to seek less than 5 percent of a company's stock and are not subject to many of the investor protections afforded to larger tender offers and requirements of the U.S. Securities and Exchange Commission.” Ford further mentioned that SEC has warned investors that some bidders who make 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."
Investors are encouraged to read the SEC's guidance on mini-tender offers at their website. Ford urges brokers and dealers, and other market participants, to read the SEC's letter on broker-dealer mini-tender offer dissemination and disclosure.