AMD Urges Rejection of Tutanota LLC’s “Mini-Tender” Offer: Here’s Why

AMD receives an unsolicited "mini-tender" offer from Tutanota LLC to acquire up to 150,000 shares of AMD common stock at $200.00 per share, contingent on the closing price per share surpassing $200.00 per share.

Provides an opportunity for shareholders to potentially sell their shares at a higher price than the current market value
Allows for potential extension of the offer, giving shareholders more time to consider their options
Raises awareness about the potential risks of "mini-tender" offers and encourages investors to seek professional advice before making any decisions

In a surprising turn of events, AMD (NASDAQ: AMD) has received an unsolicited “mini-tender” offer from Tutanota LLC (“Tutanota”) on March 27, 2024. Tutanota is looking to acquire up to 150,000 shares of AMD common stock at $200.00 per share, which accounts for roughly 0.009283% of AMD’s outstanding shares. However, there’s a catch. The offer price is contingent upon the closing price per share of AMD common stock surpassing $200.00 per share on the last trading day before the offer expires. This means that if the condition is not met, shareholders who tender their shares will receive a price below the current market value.

Tutanota has the ability to extend the offer for periods ranging from 45 to 180 days until the market price of AMD common stock exceeds the offer price. Consequently, payment may be delayed beyond the scheduled expiration date of Friday, April 19, 2024.

It’s important to note that AMD does not endorse or recommend the Tutanota offer due to its reliance on the closing price of AMD common stock exceeding the offer price and other additional conditions, such as Tutanota securing financing for the offer. There is no guarantee that these conditions will be satisfied. Furthermore, AMD has no affiliation with Tutanota, the “mini-tender” offer, or any associated documentation.

“Mini-tender” offers are designed to acquire less than 5% of a company’s outstanding shares, allowing bidders to circumvent certain procedural and disclosure requirements mandated by the Securities and Exchange Commission (SEC). The SEC has even issued an investor alert regarding these types of offers, cautioning investors about the potential risks involved. Some bidders may intentionally set below-market prices in hopes of catching investors off guard if they fail to compare the offer price to the current market price. It is strongly advised that investors consult with their broker or financial advisor before making any decisions.

For AMD stockholders who have already tendered their shares, it’s worth noting that they have the option to withdraw from the tender offer by following the instructions provided in the Tutanota offering documents before the offer expires at 5:00 p.m. New York City time on Friday, April 19, 2024, unless an extension is granted.

AMD has requested that this news release be included in all distributions of materials related to Tutanota’s offer for shares of AMD common stock.

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Background Information

About AMD:

AMD, a large player in the semiconductor industry is known for its powerful processors and graphic solutions, AMD has consistently pushed the boundaries of performance, efficiency, and user experience. With a customer-centric approach, the company has cultivated a reputation for delivering high-performance solutions that cater to the needs of gamers, professionals, and general users. AMD's Ryzen series of processors have redefined the landscape of desktop and laptop computing, offering impressive multi-core performance and competitive pricing that has challenged the dominance of its competitors. Complementing its processor expertise, AMD's Radeon graphics cards have also earned accolades for their efficiency and exceptional graphical capabilities, making them a favored choice among gamers and content creators. The company's commitment to innovation and technology continues to shape the client computing landscape, providing users with powerful tools to fuel their digital endeavors.