Nvidia recommends shareholders reject 'mini-tender' offer from Tutanota

Nvidia announced that it recently became aware of an unsolicited "mini-tender" offer by Tutanota to purchase up to 215,000 shares of Nvidia common stock, representing significantly less than 1% of Nvidia's outstanding common stock. The offer price of $210 per share is conditioned on, among other things, the closing price per share of Nvidia's common stock exceeding $210 per share on the last trading day before the offer expires. This means that unless Tutanota waives this condition, Nvidia stockholders who tender their shares in the offer will receive a below-market price. Nvidia cautions stockholders that Tutanota has stated it expects to extend the offer for successive periods of 45 to 180 days, in which case payment would be delayed beyond the scheduled expiration date of Friday, May 27. There is no guarantee that the conditions of the offer will be satisfied. Nvidia recommends that stockholders do not tender their shares in response to Tutanota's offer because the offer requires that the closing price per share of Nvidia's common stock exceed the offer price, and the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. Stockholders who have already tendered their shares may withdraw them at any time by providing notice in accordance with the Tutanota offering documents prior to the expiration of the offer, which is currently scheduled for 5 p.m. Eastern Daylight Time on Friday, May 27.