HOUSTON – 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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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.
Daren Beaudo (media)
Mark Keener (investors)
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995
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