NVIDIA Recommends Stockholders Reject ‘Mini-Tender’ Offer by Tutanota LLC

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Tutanota LLC recently made an unsolicited “mini-tender” offer to purchase up to 215,000 shares of NVIDIA common stock, which represents less than 1% of NVIDIA’s outstanding common stock, according to NVIDIA.

The $210 per share offer price is contingent on the closing price per share of NVIDIA’s common stock exceeding $210 per share on the last trading day before the offer expires, among other things. NVIDIA stockholders who tender their shares in the offer will receive a below-market price unless Tutanota waives this condition.

Tutanota has stated that it expects to extend the offer for successive periods of 45 to 180 days, in which case payment will be delayed past the scheduled expiration date of Friday, May 27, 2022, according to NVIDIA. There is no guarantee that the offer’s terms will be fulfilled.

Tutanota’s offer requires that the closing price per share of NVIDIA’s common stock exceed the offer price, and the offer is subject to a number of other conditions, including Tutanota obtaining financing for the offer. Stockholders who have already tendered their shares may withdraw them at any time by notifying the Tutanota offering documents prior to the offer’s expiration, which is currently set for 5 p.m. Eastern Daylight Time on Friday, May 27, 2022.

Tutanota’s unsolicited mini-tender offer is not endorsed by NVIDIA, and it is not affiliated with Tutanota, its mini-tender offer, or its mini-tender offer documents in any way.

A mini-tender offer is one in which the bidder holds less than 5% of a company’s outstanding shares, avoiding many of the disclosure and procedural requirements imposed by the United States Securities and Exchange Commission (SEC) on tender offers in which the bidder holds more than 5% of a company’s outstanding shares. Tutanota has made similar uninvited mini-tender offers for other publicly traded companies’ stock.

The Securities and Exchange Commission has warned investors about these offers, stating 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.

NVIDIA encourages brokers, dealers, and other market participants to include a copy of this news release with all distributions of materials related to Tutanota’s mini-tender offer for NVIDIA’s common stock.

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