What is a mini-tender offer?

A mini-tender offer is a type of tender offer where the bidder seeks to purchase a 'less than 5%' stake in a company's stock. These offers are often made at a price below the current market value and can be used to manipulate or pressure shareholders. They are typically not subject to the same regulatory protections as larger, conventional tender offers.

Why is American Express advising against this offer?

American Express is advising against the offer because the price ($82.00) is substantially lower than the market value of its stock (which closed at $103.03 on August 17, 2018). They are concerned that shareholders might misunderstand the offer and sell their shares at a significant discount.

What should shareholders do if they receive this offer?

American Express strongly recommends that shareholders do not tender their shares. If a shareholder has already tendered their shares, they should take action to withdraw them before the offer expires on September 18, 2018. Shareholders should carefully review the official offering documents from Baker Mills for instructions on how to withdraw their shares.

Is American Express involved with Baker Mills?

No, American Express explicitly states it has no association in any way with Baker Mills, the mini-tender offer, or its documentation. This is an unsolicited offer initiated by a third party.

AXP 8-K SEC Disclosure — Aug 29, 2018

Summary

American Express Company (AXP) has announced that it has received notice of an unsolicited "mini-tender" offer from Baker Mills LLC. This offer aims to purchase up to 45,000 shares of AXP common stock at a price of $82.00 per share. This price represents a significant discount of approximately 20.41% compared to the stock's closing price of $103.03 on August 17, 2018. Importantly, American Express does not endorse this mini-tender offer and strongly advises its shareholders NOT to tender their shares. The company further recommends that any shareholders who have already submitted their shares should withdraw them before the offer's expiration on September 18, 2018. AXP is making it clear that it has no affiliation with Baker Mills or its offer.

Key Highlights

1Unsolicited mini-tender offer received from Baker Mills LLC.
2Offer price is $82.00 per share for up to 45,000 AXP common shares.
3Offer price is significantly below the market price (20.41% discount to the August 17, 2018 closing price).
4American Express does not endorse the offer.
5Shareholders are strongly advised NOT to tender their shares.
6Shareholders who have already tendered are advised to withdraw their shares.
7Offer expiration date is September 18, 2018.
8American Express is not affiliated with Baker Mills or the offer.

AMERICAN EXPRESS CO 8-K Report, Corporate Update (Aug 29, 2018)

Summary

Key Highlights

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