AMD Recommends Rejection of “Mini-Tender” Offer from Tutanota LLC
April 01 2024 - 4:15PM
AMD (NASDAQ: AMD) was notified on March 27, 2024 of an unsolicited
"mini-tender" offer by Tutanota LLC (“Tutanota”). Pursuant to the
offer, which is dated March 18, 2024, Tutanota is offering to
purchase up to 150,000 shares of AMD common stock at $200.00 per
share, which represents approximately 0.009283% of AMD’s
outstanding shares. The offer price of $200.00 per share is
conditioned on, among other things, the closing price per share of
AMD common stock exceeding $200.00 per share on the last trading
day before the offer expires. This means that unless this condition
is waived by Tutanota, AMD stockholders who tender shares in the
offer will receive a below-market price. Tutanota can extend the
offer for successive periods of 45 to 180 days until the market
price of AMD common stock exceeds the offer price, in which case
payment would be delayed beyond the scheduled expiration date of
Friday, April 19, 2024.
AMD does not in any way recommend or endorse the Tutanota offer
because the offer requires that the closing price for AMD common
stock exceed the offer price, and the offer price is subject to
numerous additional conditions, including Tutanota obtaining
financing for the offer. There is no guarantee the conditions of
the offer will be satisfied. AMD is in no way associated with
Tutanota, the "mini-tender" offer or the offer documentation.
"Mini-tender" offers seek less than 5% of a company's
outstanding shares thereby avoiding many procedural and disclosure
requirements of the Securities and Exchange Commission ("SEC")
because they are below the SEC's threshold to provide such
disclosure and procedural protections for investors.
The SEC has issued an investor alert regarding "mini-tender"
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." Investors are urged to consult with their
broker or financial advisor on such matters. The SEC's advisory may
be found at http://www.sec.gov/investor/pubs/minitend.htm.
AMD stockholders who have already tendered shares are advised
that they may withdraw from the tender offer by providing the
written notice described in the Tutanota offering documents prior
to the expiration of the offer currently scheduled for 5:00 p.m.
New York City time, on Friday, April 19, 2024, unless extended.
AMD requests that a copy of this news release be included with
all distributions of materials related to Tutanota’s offer for
shares of AMD common stock.
About AMD
For more than 50 years AMD has driven innovation in
high-performance computing, graphics and visualization
technologies. AMD employees are focused on building leadership
high-performance and adaptive products that push the boundaries of
what is possible. Billions of people, leading Fortune 500
businesses and cutting-edge scientific research institutions around
the world rely on AMD technology daily to improve how they live,
work and play. For more information about how AMD is enabling today
and inspiring tomorrow, visit the AMD (NASDAQ: AMD) website, blog,
Facebook and X pages.
Media Contact:
Drew Prairie
AMD Communications
512-602-4425
drew.prairie@amd.com
Investor Contact:
Mitch Haws
AMD Investor Relations
408-749-3124
mitch.haws@amd.com
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