Intel Recommends Stockholders Reject ‘Mini-Tender Offer’ by Tutanota LLC
August 15 2024 - 4:30PM
Business Wire
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.
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.
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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
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