UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 8.01. Other Events
On November 14, 2019, IBM received notification of an unsolicited “mini-tender” offer by Novus First Inc. (“NFI”), dated November 11, 2019, to purchase up to 40,000 shares of IBM’s common stock, which is approximately 0.0045% of the 885,637,454 shares outstanding as of September 30, 2019, at a price of $111.00 per share in cash. NFI’s offer price is approximately 19.34% less than the $137.61 closing price of IBM’s common stock on the New York Stock Exchange on November 8, 2019, the last trading day before the mini-tender offer commenced.
IBM does not endorse NFI’s mini-tender offer and recommends that IBM stockholders do not tender their shares in response to the offer because the offer is at a price below the current market price for IBM’s shares. IBM urges stockholders to obtain current market quotes for their shares, to review the conditions to NFI’s mini-tender offer, to consult with their brokers or financial advisors and to exercise caution with respect to this mini-tender offer. IBM is not associated with NFI, its mini-tender offer or the offer documentation.
Mini-tender offers are designed to seek to acquire less than 5 percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission (“SEC”) that apply to offers for more than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protection as provided by larger tender offers under United States federal securities laws.
The SEC has cautioned investors about these offers, noting that “[s]ome bidders make mini-tender offers at below-market prices, 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 Tips for Investors regarding mini-tender offers may be found on the SEC’s website at www.sec.gov/investor/pubs/minitend.htm.
IBM encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and NASD’s Notice to Members 99-53, issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, which can be found at www.finra.org/web/groups/industry/@ip/@reg/@notice/documents/notices/p004221.pdf.
IBM requests that a copy of this 8-K be included with all distributions of materials relating to NFI’s mini-tender offer.
IBM’s web site (www.ibm.com) contains a significant amount of information about IBM, including financial and other information for investors (www.ibm.com/investor/). IBM encourages investors to visit its various web sites from time to time, as information is updated and new information is posted.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
| Date: November 22, 2019 | ||
| By: | /s/ Frank Sedlarcik | |
| Frank Sedlarcik | ||
| Vice President and Secretary | ||
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