Bristol Myers Squibb Recommends Stockholders Reject “Mini-Tender” Offer by Tutanota LLC
14 Februar 2024 - 10:16PM
Business Wire
Bristol Myers Squibb (NYSE: BMY) today announced that it
recently became aware of an unsolicited “mini-tender” offer by
Tutanota LLC (“Tutanota”) to purchase up to five hundred thousand
shares of Bristol Myers Squibb’s common stock, representing
significantly less than one percent of Bristol Myers Squibb’s
common stock outstanding, at an offer price of $55 per share
(“Offer Price”).
The offer is conditioned on, among other things, the closing
price per share of Bristol Myers Squibb’s common stock exceeding
the Offer Price on the last trading day before the offer expires.
Tutanota also states in its offer documents that it expects to
extend the offer for successive periods of 45 to 180 days until the
market price of Bristol Myers Squibb’s common stock exceeds the
Offer Price. This means that Bristol Myers Squibb stockholders who
tender their shares in the offer will receive a below-market price
if the offer conditions are satisfied and their shares are accepted
in the tender offer. There is no guarantee that the conditions of
the offer will be satisfied. In addition, Bristol Myers Squibb
cautions stockholders that if Tutanota extends its offer, payment
would be delayed beyond the scheduled expiration date of Friday,
February 23, 2024.
Bristol Myers Squibb recommends that stockholders do not tender
their shares in response to Tutanota’s offer because the offer is
conditional on the Offer Price being below the market price for
Bristol Myers Squibb’s common stock and subject to numerous
additional conditions, including Tutanota obtaining financing for
the offer. Stockholders who have already tendered their shares may
withdraw them at any time prior to 5:00 p.m., Eastern Time, on
Friday, February 23, 2024, in accordance with the offering
documents. Bristol Myers Squibb recommends that stockholders who
have not responded to Tutanota’s offer take no action.
The U.S. Securities and Exchange Commission (“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/investorpubsminitend.
Bristol Myers Squibb 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
Bristol Myers Squibb’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 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.
Bristol Myers Squibb 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.
Bristol Myers Squibb requests that a copy of this news release be
included with all distributions of materials related to Tutanota’s
mini-tender offer related to Bristol Myers Squibb’s common
stock.
About Bristol Myers Squibb Company
Bristol Myers Squibb is a global biopharmaceutical company whose
mission is to discover, develop, and deliver innovative medicines
that help patients prevail over serious diseases. For more
information about Bristol Myers Squibb, visit us at BMS.com or
follow us on LinkedIn, Twitter, YouTube, Facebook, and
Instagram.
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