REDWOOD SHORES, Calif., April 3,
2020 /PRNewswire/ -- Oracle
Corporation (NYSE:ORCL) today announced that it
received notice of an unsolicited "mini-tender" offer by Ponos
Industries LLC (Ponos Industries) to purchase up to 2,000,000
shares of Oracle capital stock, which represents approximately
0.063% of the common shares outstanding, at a price of $50.00 per share in cash.
Please be aware that shareholders are not required to respond to
Ponos Industries' offer. Oracle does not endorse Ponos Industries'
unsolicited mini-tender offer and recommends that Oracle
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 Oracle's shares on the New York Stock Exchange
on the last trading day prior to the expiration of the offer must
exceed the $50.00 offer price. As a
result, unless Ponos Industries decides to waive this condition,
Oracle shareholders who tender their shares in the offer would
receive a below market price for Oracle'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 and Oracle shareholders are
cautioned that Ponos Industries can extend the offer and delay
payment beyond the currently scheduled expiration date of
1:00 p.m. New York City time on April 24, 2020. Oracle is not associated with
Ponos Industries, its mini-tender offer or the mini-tender offer
documentation.
Mini-tender offers seek to acquire less than 5 percent of a
company's shares outstanding. 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 shares outstanding.
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.
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. Oracle 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 1:00 p.m. New York City time on April 24, 2020, according to Ponos Industries'
offering documents. Ponos Industries may extend the offering period
at its discretion.
Oracle 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.
Oracle requests that a copy of this news release be included
with all distributions of materials relating to Ponos Industries'
mini-tender offer related to shares of Oracle's common stock.
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their respective owners.
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SOURCE Oracle