Principal recommends holders reject "mini-tender" offer by

Principal recommends holders reject "mini-tender" offer by

Principal Financial Group® (Nasdaq: PFG) has advised its shareholders to reject an unsolicited mini-tender offer made by Potemkin Limited. The offer, which is for up to 100,000 shares of Principal Financial Group, Inc. common stock, represents approximately 0.0004 percent of the company's outstanding shares as of July 1, 2025 [1].

Potemkin's offer price of $51.70 per share is significantly lower than the $79.43 closing price of PFG common stock on Nasdaq on June 30, 2025, the last trading day before the offer date. The offer price is approximately 34.91 percent lower than the closing price, indicating a substantial discount [1].

Principal Financial Group® has not endorsed Potemkin's offer and has recommended that shareholders do not tender their shares. The company urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to the offer [1].

Mini-tender offers, such as this one, are designed to acquire less than five percent of a company's shares outstanding, thereby avoiding many disclosure and procedural requirements of the SEC. However, 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" [1].

Shareholders who have not responded to Potemkin's offer are urged to take no action. Those who have already tendered their shares may withdraw them within 14 days after the date of delivery of the shareholder's Tender Form, provided notice is given as described in the offer documents. The offer is currently scheduled to expire on Tuesday, September 30, 2025, at 5 p.m. Eastern time [1].

Principal Financial Group® 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, available at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm, and NASD's Notice to Members 9-53, issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers, available at http://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf [1].

References:
[1] https://www.businesswire.com/news/home/20250717426897/en/Principal-Recommends-Shareholders-Reject-Mini-tender-Offer-by-Potemkin-Limited