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

Qualcomm (QCOM) has been notified of an unsolicited “mini-tender” offer by Tutanota to purchase up to 500,000 shares, which is less than 0.05%, of Qualcomm’s outstanding common stock at a price of $150.00 per share. The offer price of $150.00 per share is conditioned on, among other things, the closing price per share of Qualcomm’s common stock exceeding $150.00 on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Qualcomm stockholders who tender their shares in the offer will receive a below-market price. Tutanota can extend the offer for successive periods of 45 to 180 days and has stated that it expects to extend the offer until the market price of Qualcomm common stock exceeds the offer price, in which case payment would be delayed beyond the scheduled expiration date of April 27, 2026. Qualcomm does not endorse Tutanota’s mini-tender offer and recommends that Qualcomm stockholders do not tender their shares because the offer requires that the closing price for Qualcomm common stock exceed the offer price, and the offer 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. Qualcomm is in no way associated with Tutanota, the mini-tender offer or the offer documentation.