DES MOINES, Iowa--(BUSINESS WIRE)--
Principal Financial Group® (Nasdaq: PFG) announced today that
it has received notice of an amendment to the unsolicited mini-tender
offer made by Baker Mills LLC (“Baker Mills”) on October 8, 2018 to
purchase up to 90,000 shares of Principal Financial Group, Inc. common
stock (“PFG”) from Principal® shareholders. The amended offer
represents approximately 0.03 percent of Principal’s shares of common
stock outstanding as of the October 25, 2018 amended offer date. Baker
Mills’ amended offer price of $39.00 per share is approximately 21
percent lower than the $49.43 closing price of PFG common stock on
Nasdaq on October 25, 2018. This amended offer follows four similar
offers by Baker Mills this year to purchase from certain PFG holders up
to 50,000; 60,000; 125,000; and 110,000, respectively, PFG shares. These
previous offers resulted in the purchase by Baker Mills a total of
222,566 PFG shares.
As with the prior offers by Baker Mills, Principal does not endorse
Baker Mills’ unsolicited mini-tender offer and recommends that
shareholders do not tender their shares in response to Baker Mills’
amended offer because the offer is, as was the case with the previous
offers, at a price that is significantly below the current market value
of PFG.
Here, the October 25, 2018 closing common stock price of
PFG was $49.43 per share.
Principal is not associated in any way with Baker Mills, its mini-tender
offer, or its mini-tender offer documents. Baker Mills is organized in
Delaware, and has a principal business address in Australia. As noted in
the amended offer documents for this mini-tender, Baker Mills is not
generally subject to the information filing requirements of the
Securities Exchange Act and is not generally required to file reports,
proxy statements and other information with the U.S. Securities and
Exchange Commission (“SEC”) relating to its business, financial
condition and otherwise.
Baker Mills has made similar mini-tender offers for shares of other
companies and, as noted above, recently completed separate offers to
certain PFG holders. In addition, the amended offer documents for the
current mini-tender acknowledge that Baker Mills presently intends to
engage in additional similar offers for PFG.
Mini-tender offers, such as this one, seek to acquire less than five
percent of a company’s shares outstanding, thereby avoiding many
disclosure and procedural requirements of the 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 on mini-tender
offers is available at https://www.sec.gov/investor/pubs/minitend.htm
As with the prior offers by Baker Mills for PFG, Principal urges
investors to obtain current market quotations for their shares, consult
with their broker or financial advisor, and exercise caution with
respect to Baker Mills’ amended offer.
Principal urges shareholders who have not responded to Baker Mills’
amended offer to take no action. Shareholders who have already
tendered their shares may withdraw them at any time by providing written
notice as described in the Baker Mills mini-tender offer documents prior
to the expiration of the offer, currently scheduled for 8:00 p.m.,
Eastern time, on November 27, 2018. Principal encourages shareholders to
review carefully the “Withdrawal Rights” section of the offer documents.
Principal 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
and NASD’s Notice to Members 9-53, issued July 1999, regarding guidance
to members forwarding mini-tender offers to their customers, which can
be found at http://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Principal’s website (www.principal.com)
contains a significant amount of information about Principal, including
financial and other information for investors (www.principal.com/investor).
Principal encourages investors to visit its website from time to time as
information is updated and new information is posted.
About
Principal
®
Principal helps people and
companies around the world build, protect and advance their financial
well-being through retirement, insurance and asset management solutions
that fit their lives. Our employees are passionate about helping clients
of all income and portfolio sizes achieve their goals – offering
innovative ideas, investment expertise and real-life solutions to make
financial progress possible. To find out more, visit us at principal.com.
Principal, Principal and symbol design and Principal Financial Group are
trademarks and service marks of Principal Financial Services, Inc., a
member of the Principal Financial Group.
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Principal Financial Group
Media Contact:
Erica Jensen,
515-362-0049
jensen.erica@principal.com
or
Investor
Contact:
John Egan, 515-235-9500
egan.john@principal.com
Source: Principal Financial Group