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P&G advises shareholders to reject below-market mini-tender offer

April 8, 2026 4:30 PM

Procter & Gamble Co. (NYSE: PG) said it received notice of an unsolicited mini-tender offer from Potemkin Limited to purchase up to 10,000 shares of its common stock at $100.00 per share.

The offer price represents approximately a 30% discount to P&G's closing price of $143.16 on March 24, 2026, the last trading day before the offer date, according to a company statement.

P&G recommended shareholders not tender their shares, citing the below-market price and numerous conditions attached to the offer. The company noted that shareholders who have already tendered shares may withdraw them within 14 days of delivering their acceptance form to the depositary.

The offer is scheduled to expire at 5:00 p.m. New York time on October 13, 2026, unless extended or revoked by Potemkin.

P&G stated it does not endorse the offer and has no association with Potemkin or its offer documentation. The company noted that Potemkin has previously made similar mini-tender offers for P&G shares and shares of other companies.

Mini-tender offers seek to acquire less than 5% of a company's outstanding shares and do not provide investors with the same protections as larger tender offers under U.S. securities laws, P&G explained.

The Securities and Exchange Commission has issued guidance regarding mini-tender offers, noting that some bidders make below-market offers "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price."

P&G urged stockholders to obtain current market quotations for their shares and consult their broker or financial advisor before making any decisions regarding the offer.

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