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Disney Recommends Shareholders Reject Mini-tender Offer by Tutanota LLC

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The Walt Disney Company (NYSE: DIS) has been informed of Tutanota LLC's unsolicited mini-tender offer to buy up to 240,000 shares of Disney at $143 per share. Disney advises shareholders against accepting this offer, as it hinges on the stock price exceeding $143 before the offer expires on February 25, 2022, potentially resulting in below-market returns. Disney disassociates itself from Tutanota's offer and urges caution, recommending that investors seek current market prices and consult financial advisors. Shareholders can withdraw shares they've tendered.

Positive
  • None.
Negative
  • Tutanota's offer price of $143 may lead to below-market returns for shareholders.
  • Disney's shares could be impacted negatively if the stock price does not exceed $143 before the offer expiration.
  • The unsolicited nature of Tutanota's offer raises concerns about investor protection.

BURBANK, Calif.--(BUSINESS WIRE)-- The Walt Disney Company (NYSE: DIS) has been notified of an unsolicited mini-tender offer by Tutanota LLC (“Tutanota”) to purchase up to 240,000 shares of Disney common stock at a price of $143 per share in cash.

Disney recommends that shareholders not tender their shares in response to Tutanota’s unsolicited offer because the offer is conditioned on the closing price per share of Disney’s common stock exceeding $143 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Disney shareholders who tender their shares in the offer will receive a below-market price. Tutanota has stated it expects to extend the offer for successive periods of 45 to 180 days until the market price of the shares exceeds the offer price, in which case payment could be delayed beyond the scheduled expiration date of Friday, February 25, 2022.

Disney is not affiliated or associated in any way with Tutanota, its mini-tender offer or the offer documentation. Tutanota has made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire not more than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the “SEC”) that are designed to protect investors.

The SEC has cautioned investors that some bidders making mini-tender offers are “betting that the market price will rise before the offer closes and then extending the offer until it does or improperly canceling if it doesn’t.” The SEC has provided guidance to investors on mini-tender offers at www.sec.gov/investor/pubs/minitend.htm.

Disney urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to Tutanota’s offer. Disney recommends that shareholders who have not responded to Tutanota’s offer take no action. Shareholders who have already tendered their shares may withdraw them in accordance with the terms included in Tutanota’s offering documents. The offer is scheduled to expire at 5:00 p.m. New York City time on Friday, February 25, 2022, unless extended.

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

David Jefferson

Corporate Communications

(818) 560-4832

david.j.jefferson@disney.com



Christina Robertson

Investor Relations

(562) 889-2715

christina.robertson@disney.com

Source: The Walt Disney Company

FAQ

What is Tutanota's mini-tender offer for Disney shares?

Tutanota LLC is offering to purchase up to 240,000 shares of Disney at $143 per share.

Why should Disney shareholders not accept Tutanota's offer?

Disney recommends against accepting the offer as it may lead to below-market returns based on the offer's conditions.

How long will Tutanota's mini-tender offer be available?

The offer is scheduled to expire on February 25, 2022, but Tutanota may extend it.

Is Disney affiliated with Tutanota's mini-tender offer?

No, Disney is not affiliated with Tutanota and urges caution regarding the offer.

What should Disney shareholders do regarding Tutanota's offer?

Disney advises shareholders to consult financial advisors and to be cautious with this unsolicited offer.

The Walt Disney Company

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