Adobe Recommends Stockholders Reject “Mini-Tender” Offer by Tutanota LLC

Rhea-AI Summary

Adobe (Nasdaq: ADBE) issued a statement regarding an unsolicited mini-tender offer by Tutanota LLC to purchase up to one million shares of its common stock at $565 per share. This offer represents less than one percent of Adobe's outstanding shares and is contingent on Adobe’s stock closing above $565 prior to the offer's expiration. Adobe advises shareholders against participating due to the below-market pricing and multiple conditions attached to the offer. The company emphasizes that it is not affiliated with Tutanota and warns that mini-tender offers lack the same protections as larger tender offers.

Positive

• Adobe proactively warns shareholders about Tutanota's unsolicited mini-tender offer, potentially safeguarding investor interests.

Negative

• Tutanota's offer is at a price below market value, which could mislead investors.
• The offer is contingent on market conditions, adding uncertainty for shareholders.

Adobe (Nasdaq:ADBE) today announced that it recently became aware of an unsolicited "mini-tender" offer by Tutanota LLC (“Tutanota”) to purchase up to one million shares of Adobe's common stock, representing significantly less than one percent of Adobe's common stock outstanding. The offer price of $565 per share is conditioned on, among other things, the closing price per share of Adobe's common stock exceeding $565 per share on the last trading day before the offer expires. This means that unless Tutanota waives this condition, Adobe stockholders who tender their shares in the offer will receive a below-market price. Adobe cautions stockholders that Tutanota can extend the offer for successive periods of 45 to 180 days, in which case payment would be delayed beyond the scheduled expiration date of Friday, June 4, 2021. There is no guarantee the conditions of the offer will be satisfied.

Adobe recommends that stockholders do not tender their shares in response to Tutanota's offer because the offer is at a price below a conditional market price for Adobe's common stock and subject to numerous additional conditions. Stockholders who have already tendered their shares may withdraw them at any time prior to 5:00 p.m., Eastern Time, on Friday, June 4, 2021, in accordance with the offering documents.

Adobe does not endorse Tutanota's unsolicited mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer, or its mini-tender offer documents.

Tutanota's mini-tender offer seeks less than five percent of Adobe's outstanding common stock. Mini-tender offers seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (“SEC“) that apply to offers for more than five percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. Tutanota has made similar unsolicited mini-tender offers for stock of other public companies.

The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, 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-tenders is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

Adobe 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.

Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanota's mini-tender offer. Adobe requests that a copy of this news release be included with all distributions of materials related to Tutanota's mini-tender offer related to Adobe's common stock.

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FAQ

What is Tutanota's mini-tender offer for Adobe (ADBE)?

Tutanota LLC is offering to purchase up to one million shares of Adobe's common stock at $565 per share, which is below the current market price.

Why is Adobe advising against Tutanota's offer on its shares?

Adobe advises against the offer because it is below market value and comes with several conditions that may not be met.

What should Adobe shareholders do regarding Tutanota's mini-tender offer?

Adobe recommends that shareholders do not tender their shares in response to Tutanota's offer and consult their financial advisors.

What are the risks associated with mini-tender offers like Tutanota's for Adobe (ADBE)?

Mini-tender offers can lack regulatory protections, and offers may be below market prices, which could catch investors off guard.