The Walt Disney Company (NYSE: DIS) has been notified of an unsolicited mini-tender offer by Tutanota LLC (“Tutanota”) to purchase up to 240,000 shares of Disney common stock at a price of $143 per share in cash.
Disney recommends that shareholders not tender their shares in response to Tutanota’s unsolicited offer because the offer is conditioned on the closing price per share of Disney’s common stock exceeding $143 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Disney shareholders who tender their shares in the offer will receive a below-market price. Tutanota has stated it expects to extend the offer for successive periods of 45 to 180 days until the market price of the shares exceeds the offer price, in which case payment could be delayed beyond the scheduled expiration date of Friday, February 25, 2022.
Disney is not affiliated or associated in any way with Tutanota, its mini-tender offer or the offer documentation. Tutanota has made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire not more than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the “SEC”) that are designed to protect investors.
The SEC has cautioned investors that some bidders making mini-tender offers are “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.” The SEC has provided guidance to investors on mini-tender offers at www.sec.gov/investor/pubs/minitend.htm.
Disney urges investors to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to Tutanota’s offer. Disney recommends that shareholders who have not responded to Tutanota’s offer take no action. Shareholders who have already tendered their shares may withdraw them in accordance with the terms included in Tutanota’s offering documents. The offer is scheduled to expire at 5:00 p.m. New York City time on Friday, February 25, 2022, unless extended.
Disney requests that a copy of this news release be included with all distributions of materials relating to Tutanota’s mini-tender offer related to shares of Disney common stock.