NORTH
CHICAGO, Ill., June 14,
2024 /PRNewswire/ -- AbbVie (NYSE: ABBV) has been
notified that Tutanota LLC (Tutanota) has commenced an unsolicited
"mini-tender" offer, dated May 28,
2024, to purchase up to 250,000 shares of AbbVie common
stock at $165.00 per share in cash
(Offer Price).
This offer is conditioned on, among other things, the closing
price per share of AbbVie's common stock exceeding the Offer Price
on the last full trading day prior to the expiration date of the
offer. Tutanota also states in its offer documents that it expects
to extend the offer for successive periods of 45 to 180 days until
the market price of AbbVie's common stock exceeds the Offer Price.
This means that AbbVie shareholders who tender their shares in the
offer will receive a below-market price if the offer conditions are
satisfied and their shares are accepted in the offer. There is no
guarantee that the conditions of the offer will be satisfied.
AbbVie does not endorse Tutanota's offer and is not associated
in any way with Tutanota, its offer, or the offer documents. AbbVie
recommends that AbbVie shareholders do not tender their shares in
response to this unsolicited offer. AbbVie shareholders who have
already tendered may withdraw their shares by providing the written
notice described in the Tutanota offer documents prior to the
expiration of the offer, which is currently scheduled at
5:00 p.m. New York City time on June 28, 2024.
Tutanota has made similar, unsolicited mini-tender offers for
shares of other publicly traded companies. Mini-tender offers seek
to acquire less than five percent of a company's outstanding
shares. This lets the offering company avoid many of the disclosure
and procedural requirements the U.S. Securities and Exchange
Commission (SEC) requires for tender offers. As a result,
mini-tender offers do not provide investors with the same level of
protections as provided by larger tender offers under the U.S.
federal securities laws.
On its website, the SEC advises that the people behind mini
tender-offers "frequently use mini-tender offers to catch
shareholders off guard" and that investors "may end up selling at
below-market prices." The SEC's website also contains important
tips for investors regarding mini-tender offers, which can be found
here:
https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.
Like Tutanota's other offers, this one puts individual investors
at risk because they may sell their shares at a discount without
realizing. AbbVie urges shareholders to obtain current stock quotes
for their shares of AbbVie common stock, review the terms and
conditions of the offer, consult with their broker or financial
adviser, and exercise caution with respect to Tutanota's offer.
AbbVie encourages brokers, dealers, and other investors to
review the SEC's letter regarding broker-dealer mini-tender offer
dissemination and disclosure, which can be found here:
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
AbbVie requests that a copy of this news release be included
with all distribution of materials related to Tutanota's offer for
shares of AbbVie common stock.
About AbbVie
AbbVie's mission is to discover and deliver innovative medicines
and solutions that solve serious health issues today and address
the medical challenges of tomorrow. We strive to have a remarkable
impact on people's lives across several key therapeutic areas –
immunology, oncology, neuroscience, and eye care – and products and
services in our Allergan Aesthetics portfolio. For more information
about AbbVie, please visit us at www.abbvie.com. Follow @abbvie on
LinkedIn, Facebook, Instagram, X (formerly Twitter), and
YouTube.
Forward-Looking Statements
Some statements in this news release are, or may be
considered, forward-looking statements for purposes of the Private
Securities Litigation Reform Act of 1995. The words "believe,"
"expect," "anticipate," "project" and similar expressions and uses
of future or conditional verbs, generally identify forward-looking
statements. AbbVie cautions that these forward-looking statements
are subject to risks and uncertainties that may cause actual
results to differ materially from those expressed or implied in the
forward-looking statements. Such risks and uncertainties include,
but are not limited to, challenges to intellectual property,
competition from other products, difficulties inherent in the
research and development process, adverse litigation or government
action, and changes to laws and regulations applicable to our
industry. Additional information about the economic, competitive,
governmental, technological and other factors that may affect
AbbVie's operations is set forth in Item 1A, "Risk Factors," of
AbbVie's 2023 Annual Report on Form 10-K, which has been filed with
the Securities and Exchange Commission, as updated by its
subsequent Quarterly Reports on Form 10-Q. AbbVie undertakes no
obligation, and specifically declines, to release publicly any
revisions to forward-looking statements as a result of subsequent
events or developments, except as required by law.
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SOURCE AbbVie