Bank of America has announced that it recently became aware of an unsolicited "mini-tender" offer by Tutanota LLC (Tutanota) to its shareholders. The offer proposes the purchase of up to 1 million shares of Bank of America common stock at $40.00 per share. This price is conditioned on the closing price per share of Bank of America's common stock exceeding $40.00 per share on the last trading day before the offer expires.
Unless this condition is waived by Tutanota, shareholders who tender their shares in the offer will receive a below-market price. Tutanota can extend the offer for successive periods ranging from 45 to 180 days, which would delay payment beyond the scheduled expiration date of Friday, May 31, 2024.
Bank of America advises its shareholders not to tender their shares in response to Tutanota's offer due to several reasons. Firstly, the offer requires that the closing stock price for Bank of America common stock exceed the offer price. Secondly, it is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. There is no guarantee these conditions will be met.
Shareholders who have already tendered their shares may withdraw them at any time by providing notice as described in Tutanota's offering documents prior to the expiration of the offer. The current schedule sets this deadline at 5:00 p.m., New York City time, on Friday, May 31, 2024 unless extended.
Bank of America does not endorse Tutanota's unsolicited mini-tender offer and clarifies that it has no affiliation or association with Tutanota or its mini-tender offer and documentation.
Tutanota's mini-tender offer accounts for less than 5 percent of Bank of America's outstanding shares and thus does not meet many disclosure and procedural requirements stipulated by Securities and Exchange Commission (SEC) rules designed to protect investors. Tutanota has previously made similar unsolicited mini-tender offers for stocks of other public companies, as well as a prior offer for Bank of America common stock in 2021.
The SEC has issued cautionary advice about mini-tender offers and provided guidance to investors at https://www.sec.gov/investor/pubs/minitend.htm. Bank of America encourages brokers, dealers, and other market participants to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm. The NASD Notice to Members 99-53 issued in July 1999 provides further guidance on forwarding mini-tender offers to customers and can be found at https://www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
Shareholders are advised to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanota's mini-tender offer.
Bank of America requests that a copy of this news release be included with all distributions of materials relating to Tutanota’s mini-tender offer related to Bank of America’s common stock.
Bank of America is one of the world’s leading financial institutions, serving individual consumers, small and middle-market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk management products and services. The company serves approximately 69 million consumer and small business clients across the United States through approximately 3,800 retail financial centers, around 15,000 ATMs (automated teller machines) and award-winning digital banking with approximately 57 million verified digital users. Bank of America Corporation stock is listed on the New York Stock Exchange (NYSE: BAC).