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

Rhea-AI Summary

Adobe has alerted investors to an unsolicited mini-tender offer from Tutanota LLC, proposing to buy up to 100,000 shares at $500 each, which is below the current market value. The offer, less than 1% of Adobe's total shares, is conditional on Adobe's stock closing above $500 before expiry on April 8, 2022. Adobe advises shareholders against participating, as the offer does not meet market standards and could delay payments. The SEC warns that such offers often attempt to lure investors with underpriced options, lacking the protections of larger offers.

Positive

• None.

Negative

• Tutanota's offer is below the current market price, potentially misleading investors.
• The mini-tender offer represents less than 1% of outstanding shares, which may lead to lower investor protections.
• Adobe cannot guarantee that the conditions of Tutanota's offer will be satisfied.

SAN JOSE, Calif.--(BUSINESS WIRE)-- 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 hundred thousand shares of Adobe's common stock, representing significantly less than one percent of Adobe's common stock outstanding. The offer price of $500 per share is conditioned on, among other things, the closing price per share of Adobe's common stock exceeding $500 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, April 8, 2022. 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, April 8, 2022, 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.

About Adobe

Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.

© 2022 Adobe. All rights reserved. Adobe and the Adobe logo are either registered trademarks or trademarks of Adobe in the United States and/or other countries. All other trademarks are the property of their respective owners.

View source version on businesswire.com: https://www.businesswire.com/news/home/20220317005926/en/

Public relations contacts

Ashley Levine

aslevine@adobe.com

Investor relations contact

Jonathan Vaas

ir@adobe.com

Source: Adobe

FAQ

What is the unsolicited mini-tender offer announced by Adobe?

Adobe announced an unsolicited mini-tender offer from Tutanota LLC to purchase up to 100,000 shares at $500 each.

What price is Tutanota offering for Adobe shares?

Tutanota is offering $500 per share, which is below the current market price.

When does Tutanota's mini-tender offer expire?

The mini-tender offer is set to expire on April 8, 2022.

Why does Adobe advise against tendering shares to Tutanota?

Adobe advises against it as the offer price is below market value and is subject to several conditions.

What risks are associated with mini-tender offers like Tutanota's?

Mini-tender offers can lack the protections available with larger offers, and may attempt to acquire shares at below-market prices.