Bristol Myers urges shareholders to reject ‘mini-tender’ offer by Tutanota

Bristol Myers Squibb announced that it recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC 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. 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.