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P&G advises shareholders to reject Potemkin Limited mini-tender offer

April 16, 2026 11:00 AM

Procter & Gamble Co. (NYSE: PG) said it received notification of an unsolicited mini-tender offer from Potemkin Limited seeking to purchase up to 100,000 shares of common stock at $100.00 per share.

The offer price represents approximately a 30% discount to P&G's closing price of $142.77 on April 6, 2026, according to the company's statement. P&G recommends shareholders reject the offer, stating that tendering shareholders would receive below-market pricing.

This marks the second mini-tender offer by Potemkin in recent weeks. The offer is scheduled to expire at 5:00 p.m. New York time on April 6, 2027, unless extended or revoked by Potemkin.

Shareholders who have tendered shares may withdraw them within 14 days of delivering their acceptance form to the depositary, according to Potemkin's offer documentation. P&G stated it has no association with Potemkin or its offer.

Mini-tender offers target less than 5% of a company's outstanding shares and provide fewer investor protections than larger tender offers under U.S. securities laws. The Securities and Exchange Commission has issued guidance noting that some bidders make below-market offers hoping to catch investors off guard who do not compare offer prices to current market prices.

Potemkin has made similar mini-tender offers for P&G shares and shares of other companies previously. P&G advised stockholders to obtain current market quotations and consult financial advisors regarding the offer.

The company requested that its statement be included with all distributions of materials related to Potemkin's mini-tender offer.

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