SanDisk Corp. Advises Shareholders to Reject Tutanota's Below-Market 'Mini-Tender' Offer

Stock News
05/15

SanDisk Corp. (SNDK.US) issued a statement on Friday, recommending that its shareholders reject an unsolicited "mini-tender" offer from Tutanota LLC. The offer proposes to acquire up to 100,000 shares of SanDisk common stock at a price of $1,150 per share. This quantity represents less than 0.07% of SanDisk's total outstanding shares as of April 24, 2026. SanDisk emphasized that it does not endorse or support the offer, has no affiliation with Tutanota or the offer documents, and strongly urges investors to take no action. The offer price of $1,150 is contingent on SanDisk's stock closing above that price on the last trading day before the offer's expiration. If Tutanota does not waive this condition, participating shareholders would effectively receive a price below the fair market value. Furthermore, Tutanota reserves the right to extend the offer period by 45 to 180 days, which could result in a significant delay in payment. SanDisk reminded shareholders who have already tendered their shares that they may withdraw them at any time before the current expiration deadline of 5:00 p.m. ET on May 20, 2026. It has been reported that Tutanota made unsolicited "mini-tender" offers to several large companies in 2025 and 2026, including SanDisk, Merck & Co., Inc. (MRK.US), and Qualcomm Incorporated (QCOM.US). A "mini-tender offer" refers to an offer to purchase less than 5% of a company's outstanding shares, allowing the acquirer to bypass the Securities and Exchange Commission's (SEC) stringent disclosure requirements for larger-scale acquisitions. The SEC warns on its website that entities behind such offers "often use mini-tender offers to catch shareholders off guard," and investors "may end up selling their securities at below-market prices." In pre-market trading on Friday, shares of SanDisk fell 0.74% to $1,372.46.

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