JPMorgan Chase Recommends Stockholders Reject Mini-Tender Offer from Ponos Industries LLC
New York, September 9, 2020 - JPMorgan Chase & Co. (NYSE: JPM) (“JPMorgan Chase” or the “Firm”) has learned that Ponos Industries LLC (“Ponos”) has made an unsolicited mini-tender offer, dated August 14, 2020, for shares of JPMorgan Chase common stock. Ponos has offered to purchase up to 2 million shares of JPMorgan Chase common stock at $110.00 per share. While this price is above the current market price of JPMorgan Chase common stock, the offer is conditioned upon the closing price of JPMorgan Chase’s shares exceeding the $110.00 offer price, as noted below. The offer expires on September 25, 2020 unless extended by Ponos.
JPMorgan Chase is in no way associated with Ponos Industries LLC and recommends that stockholders reject this unsolicited offer.
Ponos has included a condition in the terms of its offer that states the closing price of JPMorgan Chase's shares must exceed the $110.00 offer price on the New York Stock Exchange on the last day of trading before the offer expires. Unless Ponos waives this condition, JPMorgan Chase stockholders who tender their shares in the offer will receive a below-market price. There is no guarantee the conditions of the offer will be satisfied, and it is subject to numerous other conditions, including Ponos obtaining financing for the offer. JPMorgan Chase cautions stockholders that Ponos can extend the offer and delay payment beyond the scheduled expiration date of September 25, 2020.
Mini-tender offers seek less than 5 percent of a company’s outstanding shares. As a result, mini-tender offers are not subject to many of the disclosure and procedural requirements that the U.S. Securities and Exchange Commission (SEC) imposes for tender offers.
The SEC has issued an alert on its website regarding mini-tender offers. This alert advises 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.”
JPMorgan Chase urges investors to obtain current market quotes for their shares of common stock, consult with their financial advisors and exercise caution with Ponos’ offer. Stockholders who already tendered their shares may withdraw them as described in the Ponos offering documents.
JPMorgan Chase requests that a copy of this news release be included with all distributions of materials related to Ponos’ offer for shares of JPMorgan Chase common stock.
JPMorgan Chase & Co. (NYSE: JPM) is a leading global financial services firm with assets of $3.2 trillion and operations worldwide. The Firm is a leader in investment banking, financial services for consumers and small businesses, commercial banking, financial transaction processing, and asset management. A component of the Dow Jones Industrial Average, JPMorgan Chase & Co. serves millions of customers in the United States and many of the world's most prominent corporate, institutional and government clients under its J.P. Morgan and Chase brands. Information about JPMorgan Chase & Co. is available at www.jpmorganchase.com.
Jason Scott, 212-270-2479
Joseph Evangelisti, 212-270-7438