Company Website:
http://www.conocophillips.com/index.htm
HOUSTON -- (Business Wire)
ConocoPhillips (NYSE: COP) today announced that it has received notice
of an unsolicited mini-tender offer by Baker Mills LLC (Baker Mills) to
purchase up to 50,000 shares of ConocoPhillips common stock from the
stockholders of ConocoPhillips. The offer represents approximately 0.004
percent of the outstanding shares of ConocoPhillips common stock. The
offer price of $55.00 per share is approximately 16.99 percent lower
than the $66.26 closing share price of ConocoPhillips common stock on
the New York Stock Exchange on Feb. 8, 2019, the last trading day prior
to the offer date.
ConocoPhillips does not endorse Baker Mills’ unsolicited mini-tender
offer and is not associated in any way with Baker Mills, its mini-tender
offer or its mini-tender offer documents. Because Baker Mills’ offer
price is below the current market value for shares of ConocoPhillips
common stock, ConocoPhillips recommends that stockholders reject this
unsolicited offer and not tender their shares in response to Baker
Mills’ offer, or, if stockholders have already tendered shares, that
they withdraw their shares by providing the written notice described in
the Baker Mills mini-tender offer documents prior to the expiration of
the offer, currently scheduled for 5:00 p.m., New York City time, on
March 14, 2019.
In April 2018, Baker Mills made a similar mini-tender offer to purchase
shares of ConocoPhillips common stock, which ConocoPhillips also did not
endorse and recommended that its stockholders not tender their shares in
response to the offer. Mini-tender offers, such as this one, seek to
acquire less than 5 percent of a company’s shares outstanding, thereby
avoiding many disclosure and procedural requirements of the U.S.
Securities and Exchange Commission (SEC). As a result, mini-tender
offers do not provide investors with the same level of protections as
provided by larger tender offers under U.S. securities laws.
The SEC has cautioned investors that some bidders making mini-tender
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 cautionary advice to investors regarding these
offers is on its website at: www.sec.gov/investor/pubs/minitend.htm.
ConocoPhillips urges investors to obtain current market quotations for
their shares, to consult with their broker or financial advisor and to
exercise caution with respect to Baker Mills’ offer.
ConocoPhillips 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 at: www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
ConocoPhillips requests that a copy of this news release be included
with all distributions of materials relating to Baker Mills’ mini-tender
offer for shares of ConocoPhillips common stock.
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About ConocoPhillips
ConocoPhillips is the world’s largest independent E&P company based on
production and proved reserves. Headquartered in Houston, Texas,
ConocoPhillips had operations and activities in 16 countries, $70
billion of total assets, and approximately 10,800 employees as of Dec.
31, 2018. Production excluding Libya averaged 1,242 MBOED in 2018, and
preliminary proved reserves were 5.3 billion BOE as of Dec. 31, 2018.
For more information, go to www.conocophillips.com.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT
OF 1995
This news release contains forward-looking statements.
Forward-looking statements relate to future events and anticipated
results of operations, business strategies, and other aspects of our
operations or operating results. In many cases you can identify
forward-looking statements by terminology such as "anticipate,"
"estimate," "believe," "continue," "could," "intend," "may," "plan,"
"potential," "predict," "should," "will," "expect," "objective,"
"projection," "forecast," "goal," "guidance," "outlook," "effort," “on
track,” "target" and other similar words. However, the absence of these
words does not mean that the statements are not forward-looking. Where,
in any forward-looking statement, the company expresses an expectation
or belief as to future results, such expectation or belief is expressed
in good faith and believed to have a reasonable basis. However, there
can be no assurance that such expectation or belief will result or be
achieved. The actual results of operations can and will be affected by a
variety of risks and other matters including, but not limited to changes
in commodity prices; changes in expected levels of oil and gas reserves
or production; operating hazards, drilling risks, unsuccessful
exploratory activities; difficulties in developing new products and
manufacturing processes; unexpected cost increases or technical
difficulties in constructing, maintaining, or modifying company
facilities; international monetary conditions and exchange rate
fluctuations; changes in international trade relationships, including
the imposition of trade restrictions or tariffs relating to crude oil,
bitumen, natural gas, LNG, natural gas liquids and any materials or
products (such as aluminum and steel) used in the operation of our
business; our ability to collect payments when due under our settlement
agreement with PDVSA; our ability to liquidate the common stock issued
to us by Cenovus Energy Inc. at prices we deem acceptable, or at all;
our ability to complete our announced dispositions or acquisitions on
the timeline currently anticipated, if at all; the possibility that
regulatory approvals for our announced dispositions or acquisitions will
not be received on a timely basis, if at all, or that such approvals may
require modification to the terms of our announced dispositions,
acquisitions, or our remaining business; business disruptions during or
following our announced dispositions or acquisitions, including the
diversion of management time and attention; the ability to deploy net
proceeds from our announced dispositions in the manner and timeframe we
currently anticipate, if at all; potential liability for remedial
actions under existing or future environmental regulations; potential
liability resulting from pending or future litigation; limited access to
capital or significantly higher cost of capital related to illiquidity
or uncertainty in the domestic or international financial markets; and
general domestic and international economic and political conditions; as
well as changes in tax, environmental and other laws applicable to our
business. Other factors that could cause actual results to differ
materially from those described in the forward-looking statements
include other economic, business, competitive and/or regulatory factors
affecting our business generally as set forth in our filings with the
SEC. Unless legally required, ConocoPhillips undertakes no obligation to
update publicly any forward-looking statements, whether as a result of
new information, future events or otherwise.
View source version on businesswire.com: https://www.businesswire.com/news/home/20190215005520/en/
Contacts:
Daren Beaudo (media)
281-293-2073
daren.beaudo@conocophillips.com
Mark Keener (investors)
281-293-5000
mark.a.keener@conocophillips.com
Source: ConocoPhillips
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