CHARLOTTE, N.C., May 10, 2024
/PRNewswire/ -- Bank of America today announced that it recently
learned of an unsolicited "mini-tender" offer made by Tutanota
LLC (Tutanota) to Bank of America shareholders to purchase up to 1
million shares of Bank of America common stock at $40.00 per share. The offer price of $40.00 per share is conditioned on, among other
things, the closing price per share of Bank of America's common
stock exceeding $40.00 per share on
the last trading day before the offer expires. This means that
unless this condition is waived by Tutanota, Bank of America
shareholders 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 Friday, May 31, 2024.
Bank of America recommends that shareholders do not tender their
shares in response to Tutanota's offer because the offer requires
that the closing stock price for Bank of America common stock
exceed the offer price, and 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. Shareholders who have already tendered their shares
may withdraw them at any time by providing notice in the manner
described in the Tutanota offering documents prior to the
expiration of the offer, which is currently scheduled for
5:00 p.m., New York City time, on Friday, May 31, 2024, unless extended.
Bank of America does not endorse Tutanota's unsolicited
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 percent
of Bank of America'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 made similar unsolicited mini-tender offers
for stock of other public companies, as well as a prior offer for
Bank of America common stock in 2021. The SEC has cautioned
investors about mini-tender offers, providing guidance to investors
at https://www.sec.gov/investor/pubs/minitend.htm.
Bank of America 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
https://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
https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Shareholders 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.
Bank of America requests that a copy of this news release be
included with all distributions of materials relating to Tutanota's
mini-tender offer related to Bank of America's common stock.
Bank of America
Bank of America is one of the world's leading financial
institutions, serving individual consumers, small and middle-market
businesses and large corporations with a full range of banking,
investing, asset management and other financial and risk management
products and services. The company provides unmatched convenience
in the United States, serving
approximately 69 million consumer and small business clients with
approximately 3,800 retail financial centers, approximately 15,000
ATMs (automated teller machines) and award-winning digital banking
with approximately 57 million verified digital users. Bank of
America is a global leader in wealth management, corporate and
investment banking and trading across a broad range of asset
classes, serving corporations, governments, institutions and
individuals around the world. Bank of America offers
industry-leading support to approximately 4 million small business
households through a suite of innovative, easy-to-use online
products and services. The company serves clients through
operations across the United
States, its territories and more than 35 countries. Bank of
America Corporation stock is listed on the New York Stock Exchange
(NYSE: BAC).
For more Bank of America news, including dividend announcements
and other important information, visit the Bank of America newsroom
and register for news email alerts.
www.bankofamerica.com
Investors May Contact:
Lee McEntire, Bank of America
Phone: 1.980.388.6780
lee.mcentire@bofa.com
Jonathan G. Blum, Bank of America
(Fixed Income)
Phone: 1.212.449.3112
jonathan.blum@bofa.com
Reporters May Contact:
Bill Halldin, Bank of America
Phone: 1.916.724.0093
william.halldin@bofa.com
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SOURCE Bank of America Corporation