GE (NYSE: GE) today announced that it received notice of an unsolicited “mini-tender” offer by Novos First Inc. (Novos First) to purchase up to 600,000 shares of GE common stock. Novos First’s offer price of $7.65 per share is approximately 18.44% lower than the $9.38 closing price of GE shares on September 16, 2019, the date of the commencement of the offer.
GE does not endorse Novos First’s unsolicited mini-tender offer and recommends that GE shareholders do not tender their shares in the offer.
Novos First 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 not decrease below the $7.65 offer price. As a result, unless Novos First 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. There is no assurance that the conditions to the offer will be satisfied. GE shareholders are cautioned that Novos First can extend the offer and delay payment beyond the currently scheduled expiration date of October 17, 2019. GE is not associated with Novos First, 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 Novos First’s mini-tender offer. GE recommends that shareholders who have not responded to Novos First’s 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 October 17, according to Novos First’s 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 five 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 Novos First’s mini-tender offer for shares of GE’s common stock.
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