Adobe Recommends Stockholders Reject Mini-Tender Offer by Tutanota LLC

SAN JOSE, Calif.--(BUSINESS WIRE)-- Adobe (Nasdaq:ADBE) today announced that it recently became aware of an unsolicited mini-tender offer by Tutanota LLC ( Tutanota ) to purchase up to one hundred thousand shares of Adobes common stock, representing significantly less than one percent of Adobes common stock outstanding. The offer price of $500 per share is conditioned on, among other things, the closing price per share of Adobes common stock exceeding $500 per share on the last trading day before the offer expires. This means that unless Tutanota waives this condition, Adobe stockholders who tender their shares in the offer will receive a below-market price. Adobe cautions stockholders that 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, April 8, 2022. There is no guarantee the conditions of the offer will be satisfied.

Adobe recommends that stockholders do not tender their shares in response to Tutanotas offer because the offer is at a price below a conditional market price for Adobes common stock and subject to numerous additional conditions. Stockholders who have already tendered their shares may withdraw them at any time prior to 5:00 p.m., Eastern Time, on Friday, April 8, 2022, in accordance with the offering documents.

Adobe does not endorse Tutanotas unsolicited mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer, or its mini-tender offer documents.

Tutanotas mini-tender offer seeks less than five percent of Adobes outstanding common stock. Mini-tender offers seek to acquire less than five percent of a companys outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission ( SEC ) that apply to offers for more than five percent of a companys outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. 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 SECs guidance to investors on mini-tenders is available at https://www.sec.gov/reportspubs/investor-publications/investorpubsminitendhtm.html.

Adobe encourages brokers and dealers, as well as other market participants, to review the SECs letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Stockholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanotas mini-tender offer. Adobe requests that a copy of this news release be included with all distributions of materials related to Tutanotas mini-tender offer related to Adobes common stock.

About Adobe

Adobe is changing the world through digital experiences. For more information, visit www.adobe.com.

2022 Adobe. All rights reserved. Adobe and the Adobe logo are either registered trademarks or trademarks of Adobe in the United States and/or other countries. All other trademarks are the property of their respective owners.

Public relations contacts

Ashley Levine

[email protected]

Investor relations contact

Jonathan Vaas

[email protected]

LINK:	https://news.adobe.com/news/news-details/2022/Adobe-Recommends-Stockho...
	See more stories from adobe

Most recent headlines