Johnson & Johnson recommends shareholders reject Tutanota mini tender offer

Johnson & Johnson announced that it has received notice of an unsolicited mini-tender offer by Tutanota to purchase up to 500,000 shares of Johnson & Johnson common stock at a price of $145.00 per share in cash. Tutanota’s offer price of $145.00 per share was well below the closing price of Johnson & Johnson common stock on September 26, the last full trading day prior to the date of the offer. Moreover, the offer is conditioned on, among other things, the closing price per share of Johnson & Johnson common stock exceeding $145.00 on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Johnson & Johnson shareholders who tender their shares in the offer will receive a below-market price. Tutanota further states in its offering documents that 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. The offer is for approximately 0.0207% of the shares of Johnson & Johnson common stock outstanding as of the September 29 offer date. Johnson & Johnson is not associated in any way with Tutanota or its unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to Tutanota’s offer because the offer is at a price below the current market price for Johnson & Johnson’s shares and subject to numerous conditions.