Visa Inc. (NYSE: V) has been notified of an unsolicited “mini-tender offer” by Ponos Industries LLC to purchase up to 1 million shares of its Class A common stock, representing approximately 0.06% of Visa’s outstanding shares of Class A common stock.
Ponos’ offer price of $210.00 is 9.06% above the closing price of Visa’s Class A common stock on July 10, 2020, the last trading day prior to the date of the offer. While this price is presently above the current market price of Visa’s Class A common stock, the offer is subject to numerous conditions, including that (i) Ponos has obtained sufficient financing to consummate the offer and (ii) the closing price of Visa’s Class A common stock on the last day of trading prior to the offer’s expiration date exceeds the $210.00 offer price. Unless Ponos waives this condition, Visa stockholders who tender their shares in the offer will receive a below-market price. Visa cautions stockholders that Ponos can extend the offer for successive periods of 45 to 180 days, in which case payment would be delayed beyond the scheduled expiration date of August 15, 2020. There is no guarantee the conditions of the offer will be satisfied.
Visa recommends stockholders do not tender their shares in response to this unsolicited mini-tender offer. Mini-tender offers, such as this one by Ponos, avoid many of the investor protections afforded to larger tender offers, including the filing of disclosure and other tender offer documents with the U.S. Securities and Exchange Commission (SEC) and other procedures mandated by U.S. securities laws.
Visa is in no way associated with Ponos Industries LLC, the mini-tender offer or the offer documentation.
Visa urges Class A common stockholders to obtain current market quotations for their shares of Class A common stock, to consult their broker or financial advisor, and to exercise caution with respect to Ponos’ offer.
The SEC has issued “Tips for Investors” regarding mini-tender offers, noting that some bidders, in making the 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 advisory may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm. Ponos has made many similar unsolicited mini-tender offers for shares of other public companies.
Visa recommends that Class A common stockholders who have not responded to Ponos’ offer take no action. Visa Class A common stockholders who have already tendered their shares may withdraw their shares by providing the written notice described in the Ponos offering documents prior to the expiration of the offer, which is currently scheduled for 5:00 p.m., New York City Time on Friday, August 14, 2020.
Visa urges broker-dealers and other market participants in the dissemination of the offer to review the SEC’s recommendations to broker-dealers in these circumstances, which can be found on the SEC website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and Information Memo Number 01-27 issued by the NYSE on September 28, 2001, which can be found on the NYSE website at https://www.nyse.com/publicdocs/nyse/markets/nyse/rule-interpretations/2001/01-27.pdf regarding the dissemination of mini-tender offer materials.
Visa requests that a copy of this news release be included with all distributions of materials relating to Ponos’ mini-tender offer.
About Visa Inc.
Visa Inc. (NYSE: V) is the world’s leader in digital payments. Our mission is to connect the world through the most innovative, reliable and secure payment network - enabling individuals, businesses and economies to thrive. Our advanced global processing network, VisaNet, provides secure and reliable payments around the world, and is capable of handling more than 65,000 transaction messages a second. Our relentless focus on innovation is a catalyst for the rapid growth of digital commerce on any device, and a driving force behind the dream of a cashless future for everyone, everywhere. As the world moves from analog to digital, Visa is applying our brand, products, people, network and scale to reshape the future of commerce. For more information, visit usa.visa.com/about-visa.html, usa.visa.com/visa-everywhere/blog.html and @VisaNews.