DEERFIELD, Ill., Dec. 6, 2018 /PRNewswire/ -- Caterpillar Inc.
(NYSE: CAT) received notice of an unsolicited mini-tender offer by
Baker Mills LLC to purchase up to 35,000 Caterpillar common shares,
representing approximately 0.005 percent of the company's
outstanding shares. Baker Mills' offer price of $98.00 per share in cash is approximately 20
percent lower than the $122.32
closing price of Caterpillar common shares on November 23, 2018, the last closing price prior
to commencement of the offer.
Caterpillar does not endorse Baker Mills' unsolicited
mini-tender offer and recommends shareholders do not tender their
shares because the offer is at a price significantly below the
current market price of Caterpillar common
shares. Caterpillar is not affiliated or associated in any
way with Baker Mills, its mini-tender offer or the mini-tender
offer documentation.
Caterpillar urges shareholders 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' mini-tender offer.
Caterpillar recommends shareholders who have not responded to
Baker Mills offer take no action. Caterpillar also recommends that
shareholders who have already tendered their shares withdraw those
shares in accordance with Baker Mills' offering documents prior to
the expiration of the offer, currently scheduled for 5 p.m. Eastern Time on Wednesday, December 26,
2018.
Baker Mills has made similar below-market mini-tender offers for
other companies' shares. Mini-tender offers are devised to seek
less than 5 percent of a company's stock and are not subject to
many of the investor protections afforded to larger tender offers
and requirements of the U.S. Securities and Exchange Commission
(SEC). 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 guidance to
investors on mini-tender offers is available at
http://www.sec.gov/investor/pubs/minitend.htm.
Caterpillar 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
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Caterpillar requests that a copy of this press release be
included with all distributions of materials relating to Baker
Mills' mini-tender offer related to Caterpillar common shares.
About Caterpillar
For more than 90 years, Caterpillar Inc. has been making
sustainable progress possible and driving positive change on every
continent. Customers turn to Caterpillar to help them develop
infrastructure, energy and natural resource assets. With 2017 sales
and revenues of $45.462 billion,
Caterpillar is the world's leading manufacturer of construction and
mining equipment, diesel and natural gas engines, industrial gas
turbines and diesel-electric locomotives. The company principally
operates through its three primary segments - Construction
Industries, Resource Industries and Energy & Transportation -
and also provides financing and related services through its
Financial Products segment. For more information, visit
caterpillar.com. To connect with us on social media, visit
caterpillar.com/social-media.
Forward-looking Statements
Certain statements in this press release relate to future events
and expectations and are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
Words such as "believe," "estimate," "will be," "will," "would,"
"expect," "anticipate," "plan," "project," "intend," "could,"
"should" or other similar words or expressions often identify
forward-looking statements. All statements other than statements of
historical fact are forward-looking statements, including, without
limitation, statements regarding our outlook, projections,
forecasts or trend descriptions. These statements do not guarantee
future performance and speak only as of the date they are made, and
we do not undertake to update our forward-looking statements.
Caterpillar's actual results may differ materially from those
described or implied in our forward-looking statements based on a
number of factors, including, but not limited to: (i) global and
regional economic conditions and economic conditions in the
industries we serve; (ii) commodity price changes, material price
increases, fluctuations in demand for our products or significant
shortages of material; (iii) government monetary or fiscal
policies; (iv) political and economic risks, commercial instability
and events beyond our control in the countries in which we operate;
(v) international trade policies and their impact on demand for our
products and our competitive position, including the imposition of
new tariffs or changes in existing tariff rates; (vi) our ability
to develop, produce and market quality products that meet our
customers' needs; (vii) the impact of the highly competitive
environment in which we operate on our sales and pricing; (viii)
information technology security threats and computer crime; (ix)
additional restructuring costs or a failure to realize anticipated
savings or benefits from past or future cost reduction actions; (x)
failure to realize all of the anticipated benefits from initiatives
to increase our productivity, efficiency and cash flow and to
reduce costs; (xi) inventory management decisions and sourcing
practices of our dealers and our OEM customers; (xii) a failure to
realize, or a delay in realizing, all of the anticipated benefits
of our acquisitions, joint ventures or divestitures; (xiii) union
disputes or other employee relations issues; (xiv) adverse effects
of unexpected events including natural disasters; (xv) disruptions
or volatility in global financial markets limiting our sources of
liquidity or the liquidity of our customers, dealers and suppliers;
(xvi) failure to maintain our credit ratings and potential
resulting increases to our cost of borrowing and adverse effects on
our cost of funds, liquidity, competitive position and access to
capital markets; (xvii) our Financial Products segment's risks
associated with the financial services industry; (xviii) changes in
interest rates or market liquidity conditions; (xix) an increase in
delinquencies, repossessions or net losses of Cat Financial's
customers; (xx) currency fluctuations; (xxi) our or Cat Financial's
compliance with financial and other restrictive covenants in debt
agreements; (xxii) increased pension plan funding obligations;
(xxiii) alleged or actual violations of trade or anti-corruption
laws and regulations; (xxiv) additional tax expense or exposure,
including the impact of U.S. tax reform; (xxv) significant legal
proceedings, claims, lawsuits or government investigations; (xxvi)
new regulations or changes in financial services regulations;
(xxvii) compliance with environmental laws and regulations; and
(xxviii) other factors described in more detail in Caterpillar's
Forms 10-Q, 10-K and other filings with the Securities and Exchange
Commission.
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SOURCE Caterpillar Inc.