NVIDIA Recommends Stockholders Reject ‘Mini-Tender’ Offer by Tutanota LLC
May 27 2022 - 04:20PM
NVIDIA today announced that it recently became aware of an
unsolicited “mini-tender” offer by Tutanota LLC to purchase up to
215,000 shares of NVIDIA common stock, representing significantly
less than 1% of NVIDIA’s outstanding common stock.
The offer price of $210 per share is conditioned on, among other
things, the closing price per share of NVIDIA’s common stock
exceeding $210 per share on the last trading day before the offer
expires. This means that unless Tutanota waives this condition,
NVIDIA stockholders who tender their shares in the offer will
receive a below-market price.
NVIDIA cautions stockholders that Tutanota has stated it expects
to 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 27, 2022. There is no guarantee that the
conditions of the offer will be satisfied.
NVIDIA recommends that stockholders do not tender their shares
in response to Tutanota’s offer because the offer requires that the
closing price per share of NVIDIA’s common stock exceed the offer
price, and the offer is subject to numerous additional conditions,
including Tutanota obtaining financing for the offer. Stockholders
who have already tendered their shares may withdraw them at any
time by providing notice in accordance with the Tutanota offering
documents prior to the expiration of the offer, which is currently
scheduled for 5 p.m. Eastern Daylight Time on Friday, May 27,
2022.
NVIDIA 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.
A mini-tender offer is an offer that would result in the bidder
holding not more than 5% 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 tender
offers that would result in the bidder holding more than 5% of a
company’s outstanding shares. 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.
NVIDIA 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.
NVIDIA requests that a copy of this news release be included
with all distributions of materials related to Tutanota’s
mini-tender offer related to NVIDIA’s common stock.
About NVIDIANVIDIA‘s (NASDAQ: NVDA) invention
of the GPU in 1999 sparked the growth of the PC gaming market and
has redefined modern computer graphics, high performance computing
and artificial intelligence. The company’s pioneering work in
accelerated computing and AI is reshaping trillion-dollar
industries, such as transportation, healthcare and manufacturing,
and fueling the growth of many others. More information at
https://nvidianews.nvidia.com/.
For further information,
contact: |
Simona JankowskiInvestor RelationsNVIDIA
Corporationsjankowski@nvidia.com |
|
Robert SherbinCorporate CommunicationsNVIDIA
Corporationrsherbin@nvidia.com |
|
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