MetLife, Inc. announced on April 14 that it has received notice of an unsolicited mini-tender offer from Potemkin Limited, which seeks to purchase up to 100,000 shares of MetLife common stock. The offer represents about 0.02 percent of the company’s outstanding shares as of March 31.
The company said the offer price of $44.20 per share is approximately 41 percent lower than MetLife’s closing price of $75.36 on April 13. MetLife does not endorse Potemkin’s proposal and recommends that shareholders do not tender their shares because the offered price is significantly below current market value.
According to MetLife, it is not associated with Potemkin or its mini-tender offer documents. The company noted that offers like this one typically avoid many disclosure and procedural requirements set by the Securities Exchange Act because they seek less than five percent of a company’s outstanding shares.
Mini-tender offers generally provide fewer protections for investors compared to larger tender offers under U.S. securities laws, according to the press release. The U.S. Securities and Exchange Commission (SEC) has cautioned investors that some bidders making such offers at below-market prices may be hoping investors will not compare these prices with current market values.
MetLife urges shareholders who have already responded to Potemkin’s offer that they may withdraw their shares before the expiration date, currently scheduled for March 26, 2027 at 5 p.m., as described in Potemkin’s documents. The company also encourages brokers and dealers to review SEC guidance regarding dissemination and disclosure related to mini-tender offers.
