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

Daniel Nenni

Daniel Nenni

Admin
Staff member
Intel does not endorse Tutanota’s mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer or the offer documentation.

August 15, 2024 04:30 PM Eastern Daylight Time
SANTA CLARA, Calif.--(BUSINESS WIRE)--Intel Corporation recently learned of an unsolicited “mini-tender offer” made by Tutanota LLC (Tutanota) to Intel stockholders to purchase up to 1 million shares of Intel common stock at $34 per share. The offer price of $34 per share is conditioned on, among other things, the closing price per share of Intel’s common stock exceeding $34 per share on the last trading day before the offer expires. Unless this condition is waived by Tutanota, Intel stockholders who tender their shares in the offer will receive a below-market price. 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 Wednesday, Sept. 4, 2024.

This proposal is not in the best interests of Intel stockholders, and the company recommends that stockholders do not tender their shares in response to Tutanota’s offer. In addition to offering below-market price, the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied.

Stockholders who have already tendered their shares may withdraw them at any time prior to the expiration of the offer, which is currently scheduled for 5 p.m. EDT, Wednesday, Sept. 4, 2024 (but which can be extended by Tutanota), by providing notice in the manner described in the Tutanota offering documents.

Intel does not endorse Tutanota’s mini-tender offer and is not affiliated or associated in any way with Tutanota, its mini-tender offer or the offer documentation.

Because Tutanota’s mini-tender offer is for less than 5% of Intel’s outstanding shares, it is not subject to many of the disclosure and procedural requirements of Securities and Exchange Commission (SEC) rules that are designed to protect investors. Tutanota has a history of making similar unsolicited mini-tender offers for stock of public companies, including Intel. The SEC has cautioned investors about mini-tender offers, providing guidance to investors at www.sec.gov/investor/pubs/minitend.htm.

Intel encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.

Stockholders should obtain current market quotations for their shares, consult with their broker or financial adviser, and exercise caution with respect to Tutanota's mini-tender offer.

Intel requests that a copy of this news release be included with all distributions of materials relating to Tutanota’s mini-tender offer for Intel’s common stock.

About Intel
Intel (Nasdaq: INTC) is an industry leader, creating world-changing technology that enables global progress and enriches lives. Inspired by Moore’s Law, we continuously work to advance the design and manufacturing of semiconductors to help address our customers’ greatest challenges. By embedding intelligence in the cloud, network, edge and every kind of computing device, we unleash the potential of data to transform business and society for the better. To learn more about Intel’s innovations, go to newsroom.intel.com and intel.com.

© Intel Corporation. Intel, the Intel logo and other Intel marks are trademarks of Intel Corporation or its subsidiaries. Other names and brands may be claimed as the property of others.

Contacts​

Tyler Tatman
Investor Relations
1-503-712-9122
tyler.m.tatman@intel.com

Sophie Won
Media Relations
1-408-653-0475
sophie.won@intel.com
 

Mini-Tender Offers: Tips for Investors​

Jan. 30, 2008

Most investors welcome tender offers because they frequently provide a rare opportunity to sell securities at a premium above market price. But investors should know that not all tender offers are alike.
"Mini-tender" offers – tender offers for less than five percent of a company's stock – have been increasingly used to catch investors off guard. Many investors who hear about mini-tender offers surrender their securities without investigating the offer, assuming that the price offered includes the premium usually present in larger, traditional tender offers. But they later learn that they cannot withdraw from the offer and may end up selling their securities at below-market prices.
If you've been asked to tender your securities, find out first whether the offer is a mini-tender offer. And remember that mini-tender offers typically do not provide the same disclosure and procedural protections that larger, traditional tender offers provide. For example, when a bidder – the person or group of people behind the offer – makes a tender offer for more than five percent of the company's shares, all of the SEC's tender offer rules apply. These rules require bidders to:
  • Disclose important information about themselves;
  • Disclose the terms of the offer;
  • File their offering documents with the SEC; and
  • Provide the target company and any competing bidders with information about the tender offer.
The rules also give investors important protections, including the right to:
  • Change their minds and withdraw from the transaction while the offer remains open;
  • Have their shares accepted on a "pro rata" basis (if the offer is for less than all of the company's outstanding shares and investors tender too many shares); and
  • Be treated equally by the bidder.
But none of the rules listed above applies to mini-tender offers.
Instead, the only rules that encompass mini-tender offers – Section 14(e) of the Securities Exchange Act and Regulation 14E – provide that bidders must:
  • Not engage in fraud or deceptive practices;
  • Hold open tender offers for minimum time periods; and
  • Make prompt payment to investors after the offer closes.
Regulation 14E also requires the target company to state its position about the offer by recommending that investors accept or reject the offer. The company may also state that it remains neutral or takes no position. But because bidders in mini-tender offers don't have to notify the target, the target may not even know about the offer.
Investors need to scrutinize mini-tender offers carefully. 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. Others make mini-tender offers at a premium – betting that the market price will rise before the offer closes and then extending the offer until it does or improperly canceling if it doesn't.
With most mini-tender offers, investors typically feel pressured to tender their shares quickly without having solid information about the offer or the people behind it. And they've been shocked to learn that they generally cannot withdraw from mini-tender offers.
Here are the steps you should take if you are asked to sell your stock, bonds, limited partnership interests, or other securities through a mini-tender offer:

  • Find out whether the offer is a mini-tender offer.
  • Most bidders won't use the term "mini-tender offer" to describe their offer to buy your shares. Instead, they may call it a "Solicitation to Purchase Shares of XYZ Corporation." Ask the bidder – or your broker – what percentage of the company the bidder seeks to purchase. If the answer is less than five percent, you're dealing with a mini-tender offer, and you should proceed with caution.


  • Get a copy of the offering document.
  • And be sure to read the disclosure carefully. Do not make an investment decision until you see the disclosure about the offer.


  • Determine whether the bidder has adequate financing.
  • Some bidders make mini-tender offers because they can do so at virtually no cost. These individuals often do not have the financing necessary to purchase the shares in the offer. Before you surrender your securities in a mini-tender offer, ask tough questions – and demand answers – about the bidder's ability to pay once the offer closes.


  • Identify the current market price for your securities.
  • For stock, you can easily get price information in many newspapers, on-line, or from your broker or investment adviser. For bonds and limited partnerships, you may need to talk with your broker or investment adviser because these prices may be hard to find. For limited partnerships, contact the general partner to get a list of firms that buy and sell the limited partnership, or ask your broker or investment adviser.


  • Find out the "final" tender offer price after all deductions are taken.
  • In some tender offers, you may get a lower price because deductions are taken from the tender offer price for dividend payments. Also, some bidders in mini-tender offers fail to disclose clearly that certain fees or expenses may also be deducted from the offer price.


  • Ask when you'll be paid for the shares you tender.
  • Bidders in mini-tender offers sometimes fail to provide prompt payment, sometimes delaying for weeks or months. Before you tender your shares, be sure to find out when the bidder will pay you for your shares.


  • Consult with your broker or other financial adviser.
  • Make sure you understand the terms of the tender offer before tendering your shares. Ask for any additional written information that may be available.


  • If you want to sell your shares, determine where you can get your best price.
  • Check all your alternatives for selling your securities. For instance, compare how much you will receive if you sell through your broker versus the tender offer.


  • Remember that once you agree to a mini-tender offer, you are probably locked in.
  • If the tender offer is for less than five percent of the company's stock, exercise extreme caution. Unlike other tender offers, you generally cannot change your mind after you have tendered your shares in a mini-tender offer, even if the offer hasn't yet closed. In addition, the bidder can extend the tender offer without giving you the right to withdraw your shares. And in the meantime, you've lost control over the securities you tendered.
If you've run into trouble with a mini-tender offer, act promptly. By law, you only have a limited time to take legal action.
Contact the SEC's Office of Investor Education and Advocacy for help. You can send us your complaint using our online complaint form. Or you can reach us as follows:

U.S. Securities & Exchange Commission
Office of Investor Education and Advocacy
100 F Street, NE
Washington, D.C. 20549-0213
Fax: (202) 772-9295

Source: https://www.sec.gov/about/reports-publications/investorpubsminitend
 

Mini-Tender Offers​


"Mini-tender" offers are tender offers that, when consummated, will result in the person who makes the tender offer owning less than five percent of a company’s stock. The people behind these offers—also known as "bidders"—frequently use mini-tender offers to catch shareholders off guard. Most bidders won’t use the term “mini-tender offer” to describe their offer to buy shares. They count on investors jumping to the conclusion that the price offered includes the premium usually present in larger, traditional tender offers. But with mini-tender offers, the price offered may actually be below the market price.

Bidders in mini-tender offers limit the offer to five percent or less so that they do not have to comply with many of the investor protections that are in place for larger tender offers made by bidders whose total ownership after the offer, when added to their holdings before the offer, would exceed five percent. For instance, shareholders in mini-tender offers don’t receive documents that describe the tender offer in the same detail as documents that are required to be filed in a traditional tender offer. Bidders making mini-tender offers also do not have to file documents with the SEC or provide withdrawal rights to investors who tender their shares into the offer.

Investors who surrender their shares without fully investigating the offer may be shocked to learn that they cannot change their minds and withdraw. In the meantime, they’ve lost control over their securities and may end up selling at below-market prices.


Source: https://www.investor.gov/introduction-investing/investing-basics/glossary/mini-tender-offers
 
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