By Siddharth Cavale & Sinead Carew
(Reuters) – Shares of Avon Products Inc <AVP.N> soared as much as 20 percent after an apparently non-existent firm incorporated in a remote archipelago in the Indian Ocean offered to buy the cosmetics company for almost three times its market value.
Avon said it had not received any such offer.
p>The purported acquirer, which identified itself as PTG Capital Partners, said in a U.S. Securities & Exchange Commission filing on Thursday it would pay $18.75 per share for Avon. (http://bit.ly/1A2HwEy)
Shares of Avon peaked at $8 & ended up 6 percent at $7.07 even after many traders doubted the veracity of the offer. About 69.5 million shares changed hands, mostly after news of the filing broke, on the stock's busiest day since March 20.
Attempts to reach contacts listed in the filing – a law firm named Trose & Cox in Texas & PTG itself in London – were unsuccessful. The U.S. Securities & Exchange Commission had no immediate comment on the veracity of the filing.
The filing contained multiple errors of grammar, & PTG moreover called itself TPG in places. TPG, a prominent private equity firm in Fort Worth, Texas, said it is unrelated to PTG.
The filing moreover lifted chunks of text from TPG's website to describe itself & provided a contact address similar to TPG's in Fort Worth.
In a statement referring to PTG, Avon said it "has not received any offer or other communications from such an entity, & has not been able to confirm that such an entity exists."
Edgar filings are "largely automated," the SEC's website states, noting that the information is provided by filers & the SEC staff "generally does not correct errors" or intervene in the process. The staff will consider requests to correct errors in rare & unusual situations," it adds.
Whoever wishes to file on Edgar can apply for a password by submitting an online form, said Scott Kimpel, a partner at Washington, D.C. law firm Hunton & Williams who previously worked at the SEC.
"Unless you write on it, 'My name is Mickey Mouse & I live on the moon,' they approve it. There is no review. There is no way for them to tell if someone is in fact who they say they are," said Kimpel, noting the large number of filings on the website every day.
Bloomberg reported that the regulator's enforcement division is reviewing the legitimacy of the offer, citing a person with knowledge of the matter.
According to the SEC's Edgar company database, PTG is incorporated in British Indian Ocean Territory, an archipelago between Africa & Indonesia with no civilian population, according to the CIA's factbook. A spokesman for the UK Foreign Office said there is no corporate register in this territory.
Avon's stock was halted three times on Thursday due to volatility after the initial reports.
"This was false information; it may be incredibly difficult to ascertain whomever was selling stock at those prices, who was the guilty party. So they should cancel all trades, that would be the fair thing to do," said Stephen Massocca, chief investment officer at Wedbush Equity Management LLC in San Francisco.
Avon appeared to be the latest victim of a long list of phony takeover offers.
In January 2012, a court ruled against Allen E. Weintraub & his Sterling Global Holdings for purported tender offers made for Eastman Kodak Co <KODK.N> & American Airlines parent AMR Corp, in a case brought by the SEC.
In December 2012 shares of Rocky Mountain Chocolate Factory <RMCF.O> spiked after an apparent takeover bid filed with the SEC that the candy maker suggested was likely bogus.
In 2007 the SEC sued a certain Theodore Roxford, moreover known as Lawrence Nire, for fraud. It accused him of buying shares or stock options of five companies & then announcing fake takeovers to drive up prices.
While some traders said the filing quickly raised red flags for them, others may not have been so lucky.
At 11:53 a.m. EDT, a trade of slightly more than 2 million Avon shares was executed at the session high of $8 each, Thomson Reuters data show. Four more trades were executed at the same price, milliseconds after the first one. The largest of the four was just for 3,500 shares.
"Some people made a lot of money & some people lost a lot of money," said Seth Setrakian, partner & co-head of U.S. equities at First New York Securities.
"There's never a refund or a money back guarantee. I haven't found it yet," Setrakian said.
A spokeswoman for the New York Stock Exchange, where Avon is listed, had no comment.
RBC Capital Markets analysts expressed surprise that an acquirer would pay more than $8 billion for Avon given its $2.9 billion value when the market opened on Thursday.
(Reporting by Siddharth Cavale & Yashaswini Swamynathan in Bengaluru, Tom Bergin & Martinne Geller in London & Sinead Carew, Rodrigo Campos, Chuck Mikolajczak, Michael Erman & Suzanne Barlyn in New York; Sarah Lynch in Washington D.C.; Editing by Ted Kerr & Richard Chang)
Avon Products IncIndian Ocean