Allstate Recommends Shareholders Reject Below-Market Mini-Tender Offer by Peer & Peri LLC
NORTHBROOK, Ill., April 9, 2019 – The Allstate Corporation (NYSE: ALL) has received notice of an unsolicited “mini-tender” offer by Peer & Peri LLC to purchase up to 40,000 shares of Allstate’s common stock. Peer & Peri’s offer price of $76.00 per share is approximately 20% lower than the $94.87 closing price of Allstate shares on April 8, 2019, the date the offer commenced.
Allstate is not affiliated in any way with Peer & Peri, the offer or the offer documentation. The Peer & Peri mini-tender offer is not related in any way to Allstate’s share repurchase program. However, the rules and regulations of the Securities Exchange Act of 1934 require Allstate to publicize its position with respect to the offer. Allstate recommends against shareholders tendering shares in response to the offer because the offer price was significantly below the market price of Allstate’s stock at the commencement of the offer and is also significantly below today’s closing price of $94.36.
The offer also does not provide investors with the same level of protections under U.S. federal securities laws as provided by larger tender offers. Mini-tender offers seek to acquire less than 5% of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements under U.S. federal securities laws, and the rules and regulations of the U.S. Securities and Exchange Commission (SEC). The SEC has cautioned investors about mini-tender offers, noting that they “have been increasingly used to catch investors off guard” and that many investors who hear about mini-tender offers “surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers.” The SEC’s tips for investors regarding mini-tender offers may be found at http://www.sec.gov/investor/pubs/minitend.htm.
Allstate urges shareholders to obtain current market quotations for their shares of common stock, review the conditions of the offer, consult with their financial advisors, and exercise caution with respect to the offer. Shareholders who have already tendered their shares may withdraw their shares prior to the expiration of the offer by providing notice in the manner described in Peer & Peri’s Offer to Purchase and Letter of Transmittal. According to the offer documents, the offer is currently scheduled to expire at 5:00 p.m. Eastern on Thursday, May 9, 2019.
Allstate requests that a copy of this news release be included with all distributions of materials relating to Peer & Peri’s offer.
Financial information, including material announcements about The Allstate Corporation, is routinely posted on www.allstateinvestors.com.