P&G Recommends Stockholders Reject Mini-Tender Offer by Potemkin Limited

Key Terms

mini-tender offer regulatory

A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.

tender offers regulatory

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

u.s. securities laws regulatory

U.S. securities laws are the set of federal rules that govern the buying, selling and disclosure of stocks, bonds and other investment products in the United States. They require companies and market participants to provide truthful information, register certain offerings, and bar fraud or insider trading, acting like traffic rules for markets so investors can judge risk, compare opportunities, and rely on enforcement if rules are broken.

broker-dealers financial

A broker-dealer is a firm or individual that helps people buy and sell securities and may also trade those securities for its own account. Think of it like a market clerk who can either match a buyer with a seller or sell items from the shop’s shelves; investors rely on broker-dealers to execute trades, custody assets, provide market access and advice, and their actions and fees can affect trade speed, cost and potential conflicts of interest.

CINCINNATI--(BUSINESS WIRE)-- The Procter & Gamble Company (NYSE:PG) today announced that it has been notified of an unsolicited “mini-tender” offer by Potemkin Limited (Potemkin) to purchase up to 50,000 shares (or a greater amount as outlined in the offer documentation) of the Company’s common stock at a price of $100.00 per share. The $100.00 per share offer price represents an approximately 31 percent discount to the closing price of $145.52 on December 18, 2025, the last trading day prior to the date of the offer. P&G shareholders who tender their shares in this offer will receive a below-market price.

P&G recommends shareholders do not tender their shares in response to this unsolicited mini-tender offer because the offer is at a price below the current market price of P&G’s shares and is subject to numerous conditions. P&G shareholders who have already tendered their shares may withdraw their shares no more than 14 days after the date of delivery of the shareholder’s acceptance form to the depositary for this offer, in accordance with Potemkin’s offer documentation. The offer is currently scheduled to expire at 5:00 p.m., New York City time, on October 13, 2026. Potemkin may extend the offering period at its discretion.

P&G does not endorse Potemkin’s unsolicited mini-tender offer and is not associated in any way with Potemkin, its mini-tender offer, or the offer documentation.

Potemkin has previously made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under U.S. securities laws.

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.

P&G urges common stockholders to obtain current market quotations for their shares of common stock, to consult their broker or financial advisor, and to exercise caution with respect to Potemkin’s offer.

P&G urges brokers, dealers and other market participants 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.

P&G requests that a copy of this news release be included with all distributions of materials relating to Potemkin Limited’s mini-tender offer.

About Procter & Gamble

P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G community includes operations in approximately 70 countries worldwide. Please visit https://www.pg.com for the latest news and information about P&G and its brands. For other P&G news, visit us at https://www.pg.com/news.

Category: PG-IR

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Source: Procter & Gamble