Disney Asks Shareholders Reject Mini-tender Offer By Tutanota

Walt Disney Co. (DIS) late Monday said it recommends shareholders reject the unsolicited mini-tender offer by Tutanota LLC to purchase up to 240,000 shares of Disney common stock at a price of $143 per share in cash.

According to the company, 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.

Disney urged shareholders to not take any action on Tutanota’s offer. Shareholders who have already tendered their shares may withdraw them in accordance with the terms included in Tutanota’s offering documents.

The offer is scheduled to expire at 5:00 p.m. New York City time on February 25, unless extended.

Disney added that it 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 that are designed to protect investors.

Disney urged investors to obtain current market quotations for their shares, consult with their broker or financial advisor and exercise caution with respect to Tutanota’s offer.

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