Adobe Recommends Stockholders Reject “Mini-Tender” Offer by Tutanota LLC
28 Maio 2021 - 5:05PM
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 million shares of Adobe's common
stock, representing significantly less than one percent of Adobe's
common stock outstanding. The offer price of $565 per share is
conditioned on, among other things, the closing price per share of
Adobe's common stock exceeding $565 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, June 4, 2021. There
is no guarantee the conditions of the offer will be satisfied.
Adobe recommends that stockholders do not tender their shares in
response to Tutanota's offer because the offer is at a price below
a conditional market price for Adobe's 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, June 4, 2021, in accordance with the
offering documents.
Adobe 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.
Tutanota's mini-tender offer seeks less than five percent of
Adobe's outstanding common stock. Mini-tender offers seek to
acquire less than five percent 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
offers for more than five percent of a company's 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 SEC's
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 SEC's 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 Tutanota's mini-tender offer.
Adobe requests that a copy of this news release be included with
all distributions of materials related to Tutanota's mini-tender
offer related to Adobe's common stock.
About Adobe Adobe is changing the world through digital
experiences. For more information, visit www.adobe.com.
© 2021 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210528005461/en/
Public relations contact Ashley Levine aslevine@adobe.com
Investor relations contact Jonathan Vaas ir@adobe.com
Adobe (NASDAQ:ADBE)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
Adobe (NASDAQ:ADBE)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024