Vertiv recommends shareholders to reject Tutanota’s “mini-tender” offer

Vertiv (VRT) Holdings announced that it has received notice of an unsolicited “mini-tender” offer made by Tutanota to purchase up to 500,000 shares of Vertiv common stock at $410.00 per share in cash. The offer price of $410.00 per share is conditioned on, among other things, the closing price per share of Vertiv common stock exceeding $410.00 per share on the last trading day before the offer expires, meaning that unless this condition is waived by Tutanota, Vertiv 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. This offer represents approximately 0.13 percent of the outstanding shares of Vertiv’s common stock as of the offer date. Vertiv 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 requires that the closing stock price for Vertiv’s common stock exceed the offer price, and the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. Tutanota has previously made similar mini-tender offers for shares of other companies. The SEC has cautioned investors that some bidders making mini-tender offers at below-market prices are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” Vertiv recommends that shareholders who have not responded to Tutanota’s offer take no action. Shareholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the Tutanota offering documents prior to the expiration of the offer.