Visa Inc. Recommends Class A Common Stockholders Reject Mini-Tender Offer by Ponos Industries LLC
30 July 2020 - 7:14AM
Business Wire
Visa Inc. (NYSE: V) has been notified of an unsolicited
“mini-tender offer” by Ponos Industries LLC to purchase up to 1
million shares of its Class A common stock, representing
approximately 0.06% of Visa’s outstanding shares of Class A common
stock.
Ponos’ offer price of $210.00 is 9.06% above the closing price
of Visa’s Class A common stock on July 10, 2020, the last trading
day prior to the date of the offer. While this price is presently
above the current market price of Visa’s Class A common stock, the
offer is subject to numerous conditions, including that (i) Ponos
has obtained sufficient financing to consummate the offer and (ii)
the closing price of Visa’s Class A common stock on the last day of
trading prior to the offer’s expiration date exceeds the $210.00
offer price. Unless Ponos waives this condition, Visa stockholders
who tender their shares in the offer will receive a below-market
price. Visa cautions stockholders that Ponos can extend the offer
for successive periods of 45 to 180 days, in which case payment
would be delayed beyond the scheduled expiration date of August 15,
2020. There is no guarantee the conditions of the offer will be
satisfied.
Visa recommends stockholders do not tender their shares in
response to this unsolicited mini-tender offer. Mini-tender offers,
such as this one by Ponos, avoid many of the investor protections
afforded to larger tender offers, including the filing of
disclosure and other tender offer documents with the U.S.
Securities and Exchange Commission (SEC) and other procedures
mandated by U.S. securities laws.
Visa is in no way associated with Ponos Industries LLC, the
mini-tender offer or the offer documentation.
Visa urges Class A common stockholders to obtain current market
quotations for their shares of Class A common stock, to consult
their broker or financial advisor, and to exercise caution with
respect to Ponos’ offer.
The SEC has issued “Tips for Investors” regarding mini-tender
offers, noting that some bidders, in making the 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.” The SEC’s advisory may be found on the SEC
website at http://www.sec.gov/investor/pubs/minitend.htm. Ponos has
made many similar unsolicited mini-tender offers for shares of
other public companies.
Visa recommends that Class A common stockholders who have not
responded to Ponos’ offer take no action. Visa Class A common
stockholders who have already tendered their shares may withdraw
their shares by providing the written notice described in the Ponos
offering documents prior to the expiration of the offer, which is
currently scheduled for 5:00 p.m., New York City Time on Friday,
August 14, 2020.
Visa urges broker-dealers and other market participants in the
dissemination of the offer to review the SEC’s recommendations to
broker-dealers in these circumstances, which can be found on the
SEC website at
http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and Information Memo Number 01-27 issued by the NYSE on September
28, 2001, which can be found on the NYSE website at
https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf
regarding the dissemination of mini-tender offer materials.
Visa requests that a copy of this news release be included with
all distributions of materials relating to Ponos’ mini-tender
offer.
About Visa Inc.
Visa Inc. (NYSE: V) is the world’s leader in digital payments.
Our mission is to connect the world through the most innovative,
reliable and secure payment network - enabling individuals,
businesses and economies to thrive. Our advanced global processing
network, VisaNet, provides secure and reliable payments around the
world, and is capable of handling more than 65,000 transaction
messages a second. Our relentless focus on innovation is a catalyst
for the rapid growth of digital commerce on any device, and a
driving force behind the dream of a cashless future for everyone,
everywhere. As the world moves from analog to digital, Visa is
applying our brand, products, people, network and scale to reshape
the future of commerce. For more information, visit
usa.visa.com/about-visa.html,
usa.visa.com/visa-everywhere/blog.html and @VisaNews.
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version on businesswire.com: https://www.businesswire.com/news/home/20200729006040/en/
Investor Relations Mike Milotich,
+1 650-432-7644, InvestorRelations@visa.com Media Relations Jeanette Volpi, +1 415-805-5070,
Press@visa.com
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