Baker Mills Offer Significantly Lower than American Express Closing Share Price Prior to the Date of the Offer
American Express Company (NYSE: AXP) announced today that it has
received notification of an unsolicited “mini-tender” offer by Baker
Mills LLC to purchase up to 45,000 shares, or approximately 0.005%, of
the outstanding common stock of the company as of July 18, 2018, at a
price of $82.00 per share. Baker Mills’ offer price is 20.41% less than
the $103.03 closing price per share of the company’s common stock on
August 17, 2018, the last trading day before the mini-tender offer
commenced.
American Express does not endorse Baker Mills’ mini-tender offer and
recommends that the company’s shareholders do not tender their shares in
response to the offer because the offer is at a price significantly
below the current market price for the company’s shares and subject to
several conditions. The company also recommends that any shareholders
who have tendered shares to Baker Mills withdraw those shares by
providing the notice described in the offering documentation before the
expiration of the offer, which is currently scheduled for 5:00 p.m. New
York City time on September 18, 2018.
American Express is not associated in any way with Baker Mills, its
mini-tender offer or the mini-tender offer documentation.
American Express urges its shareholders to obtain current market
quotations for their shares, review the conditions to Baker Mills’
mini-tender offer, consult with their brokers or financial advisors and
exercise caution with respect to Baker Mills’ mini-tender offer.
Baker Mills has made similar unsolicited mini-tender offers for shares
of other public companies. Mini-tender offers are designed to seek five
percent or less of a company’s outstanding shares, thereby avoiding many
disclosure and procedural requirements under United States securities
laws that apply to tender offers for more than five percent of a
company’s outstanding shares. As a result, mini-tender offers do not
provide investors with the same level of protections as provided by
larger tender offers under United States securities laws. The U.S.
Securities and Exchange Commission (“SEC”) has cautioned investors about
mini-tender offers noting that “some bidders make mini-tender offers at
below-market prices, 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 Investor Tips regarding mini-tender offers may be
found on its website at: https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
American Express encourages brokers and dealers, as well as other market
participants, to review the SEC’s letter regarding broker-dealer
mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm
and NASD’s Notice to Members 99-53, issued July 1999, regarding guidance
to members forwarding mini-tender offers to their customers, which can
be found at www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
American Express requests that a copy of this press release be included
with all distributions of materials relating to Baker Mills’ mini-tender
offer for shares of the company’s common stock.
About American Express
American Express is a globally integrated payments company, providing
customers with access to products, insights and experiences that enrich
lives and build business success. Learn more at americanexpress.com
and connect with us on facebook.com/americanexpress,
instagram.com/americanexpress,
linkedin.com/company/american-express,
twitter.com/americanexpress,
and youtube.com/americanexpress.
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Media Contact :
Marina H. Norville, marina.h.norville@aexp.com, +1.212.640.2832
or
Investors/Analysts Contacts :
Edmund Reese, edmund.reese@aexp.com, +1.212.640.5574
Shreya Patel, shreya.patel@aexp.com, +1.212.640.5574