Pfizer recommends shareholders reject mini-tender offer by Tutanota

Pfizer (PFE) announced that it has received notice of an unsolicited mini-tender offer by Tutanota to purchase up to 1M shares of Pfizer common stock at a price of $32.00 per share in cash. The offer price of $32.00 per share is conditioned on, among other things, the closing price per share of Pfizer common stock exceeding $32.00 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Pfizer shareholders who tender their shares in the offer will receive a below-market price. The offer states that as of the date of the offer, Tutanota expects to extend the offer until the market price of Pfizer’s common stock exceeds the offer price. The offer is for approximately 0.02% of the shares of Pfizer common stock outstanding as of the March 9 offer date. Pfizer recommends that shareholders do not tender their shares in response to Tutanota’s offer because the offer requires that the closing stock price for Pfizer’s common stock exceed the offer price, and it is subject to numerous additional conditions, including Tutanota obtaining financing for the offer, which Tutanota states it does not currently have. There is no guarantee the conditions of the offer will be satisfied.