The Walt Disney Company has been notified of an unsolicited mini-tender offer by Tutanota LLC (“Tutanota”) to purchase up to 240,000 shares of Disney common stock at a price of $143 per share in cash.
Disney recommends that shareholders not tender their shares in response to Tutanota’s unsolicited offer because the offer is conditioned on the closing price per share of Disney’s common stock exceeding $143 per share on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Disney shareholders who tender their shares in the offer will receive a below-market price.
Tutanota has stated 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, in which case payment could be delayed beyond the scheduled expiration date of Friday, February 25, 2022.
Disney is not affiliated or associated in any way with Tutanota, its mini-tender offer or the offer documentation. Tutanota has made similar mini-tender offers for shares of other companies.
Mini-tender offers seek to acquire not more than 5 percent of a company’s shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the “SEC”) that are designed to protect investors.
Fuskie
Who notes the game of this mini-tender offer is likely to accumulate an influential interest in the company, not to reward long term buy-and-hold shareholders, and as the company has noted, the share value at the time the mini-offer closes and shares are transferred will be higher than the actual offer price, so there’s practically no way current shareholders benefit…
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