Bank of America Recommends Shareholders Reject "Mini-Tender" Offer by Tutanota LLC

Rhea-AI Summary

Bank of America received an unsolicited 'mini-tender' offer from Tutanota to purchase up to 1 million shares at $40.00 per share, below market price if conditions aren't met. Shareholders are advised not to tender their shares due to various conditions, including financing uncertainties. Tutanota has a history of similar offers, and investors should exercise caution and review SEC guidance.

CHARLOTTE, N.C., May 10, 2024 /PRNewswire/ -- Bank of America today announced that it recently learned of an unsolicited "mini-tender" offer made by Tutanota LLC (Tutanota) to Bank of America shareholders to purchase up to 1 million shares of Bank of America common stock at $40.00 per share. The offer price of $40.00 per share is conditioned on, among other things, the closing price per share of Bank of America's common stock exceeding $40.00 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Bank of America shareholders who tender their shares in the offer will receive a below-market price. 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, May 31, 2024.

Bank of America recommends that shareholders do not tender their shares in response to Tutanota's offer because the offer requires that the closing stock price for Bank of America common stock exceed the offer price, and the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied. Shareholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the Tutanota offering documents prior to the expiration of the offer, which is currently scheduled for 5:00 p.m., New York City time, on Friday, May 31, 2024, unless extended.

Bank of America does not endorse Tutanota's unsolicited mini-tender offer and is not affiliated or associated in any way with Tutanota, its mini-tender offer, or the offer documentation.

Because Tutanota's mini-tender offer is for less than 5 percent of Bank of America's outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. Tutanota has made similar unsolicited mini-tender offers for stock of other public companies, as well as a prior offer for Bank of America common stock in 2021. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at https://www.sec.gov/investor/pubs/minitend.htm.

Bank of America encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.

Shareholders 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.

Bank of America requests that a copy of this news release be included with all distributions of materials relating to Tutanota's mini-tender offer related to Bank of America's common stock.

Bank of America

Bank of America is one of the world's leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company provides unmatched convenience in the United States, serving approximately 69 million consumer and small business clients with approximately 3,800 retail financial centers, approximately 15,000 ATMs (automated teller machines) and award-winning digital banking with approximately 57 million verified digital users.  Bank of America is a global leader in wealth management, corporate and investment banking and trading across a broad range of asset classes, serving corporations, governments, institutions and individuals around the world. Bank of America offers industry-leading support to approximately 4 million small business households through a suite of innovative, easy-to-use online products and services.  The company serves clients through operations across the United States, its territories and more than 35 countries. Bank of America Corporation stock is listed on the New York Stock Exchange (NYSE: BAC).

For more Bank of America news, including dividend announcements and other important information, visit the Bank of America newsroom and register for news email alerts.

www.bankofamerica.com

Investors May Contact:

Lee McEntire, Bank of America
Phone:  1.980.388.6780
lee.mcentire@bofa.com

Jonathan G. Blum, Bank of America (Fixed Income)
Phone: 1.212.449.3112
jonathan.blum@bofa.com

Reporters May Contact:

Bill Halldin, Bank of America
Phone: 1.916.724.0093
william.halldin@bofa.com

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SOURCE Bank of America Corporation

FAQ

What is the 'mini-tender' offer made by Tutanota to Bank of America shareholders?

Tutanota offered to purchase up to 1 million shares of Bank of America common stock at $40.00 per share, below market price if conditions aren't met.

Why does Bank of America recommend shareholders reject the offer?

Bank of America advises against tendering shares due to uncertain conditions, including the requirement for the closing stock price to exceed the offer price and financing uncertainties.

What actions can shareholders take if they have already tendered their shares?

Shareholders who have already tendered their shares can withdraw them at any time by providing notice before the offer's expiration.

What is the SEC's stance on 'mini-tender' offers?

The SEC has cautioned investors about mini-tender offers and provided guidance to investors on its official website.

Where can investors find more information about 'mini-tender' offers?

Investors are encouraged to consult with their brokers or financial advisors and review SEC guidance regarding 'mini-tender' offers.

What is Bank of America's recommendation to brokers and dealers regarding the 'mini-tender' offer?

Bank of America encourages brokers and dealers to review SEC guidance on 'mini-tender' offers to protect investors.

Where can investors find current market quotations for their shares?

Shareholders should obtain current market quotations for their shares by consulting with their brokers or financial advisors.

What should shareholders do with respect to Tutanota's 'mini-tender' offer?

Shareholders are advised to exercise caution with respect to Tutanota's 'mini-tender' offer and seek advice from their financial advisors.

Is Bank of America affiliated with Tutanota or its 'mini-tender' offer?

Bank of America is not affiliated or associated in any way with Tutanota, its 'mini-tender' offer, or the offer documentation.