AbbVie recommends shareholders reject Tutanota’s ‘mini-tender’ offer

AbbVie has been notified that Tutanota LLC has commenced an unsolicited “mini-tender” offer, dated May 28, 2024, to purchase up to 250,000 shares of AbbVie common stock at $165.00 per share in cash. This offer is conditioned on, among other things, the closing price per share of AbbVie’s common stock exceeding the Offer Price on the last full trading day prior to the expiration date of the offer. 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 AbbVie’s common stock exceeds the Offer Price. This means that AbbVie shareholders 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 offer. There is no guarantee that the conditions of the offer will be satisfied. AbbVie does not endorse Tutanota’s offer and is not associated in any way with Tutanota, its offer, or the offer documents. AbbVie recommends that AbbVie shareholders do not tender their shares in response to this unsolicited offer. AbbVie shareholders who have already tendered may withdraw their shares by providing the written notice described in the Tutanota offer documents prior to the expiration of the offer, which is currently scheduled at 5:00 p.m. New York City time on June 28, 2024.