December 6, 2018
FOR IMMEDIATE RELEASE
Caterpillar Recommends Shareholders Reject Below-Market Mini Tender Offer by Baker Mills
DEERFIELD, Ill. – 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.
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.