Qualcomm Recommends Stockholders Reject Mini-Tender Offer by Tutanota LLC
Qualcomm is Not Associated in Any Way with Tutanota or its Mini-Tender Offer
Qualcomm Incorporated (NASDAQ:QCOM) has been notified of an unsolicited "mini-tender" offer by Tutanota LLC ("Tutanota") to purchase up to 500,000 shares, which is less than 0.05%, of Qualcomm's outstanding common stock at a price of $150.00 per share. The offer price of $150.00 per share is conditioned on, among other things, the closing price per share of Qualcomm's common stock exceeding $150.00 on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, Qualcomm stockholders who tender their shares in the offer will receive a below-market price. Tutanota can extend the offer for successive periods of 45 to 180 days and has stated that it expects to extend the offer until the market price of Qualcomm common stock exceeds the offer price, in which case payment would be delayed beyond the scheduled expiration date of April 27, 2026.
Qualcomm does not endorse Tutanota's mini-tender offer and recommends that Qualcomm stockholders do not tender their shares because the offer requires that the closing price for Qualcomm common stock exceed the offer price, and the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. There is no guarantee the conditions of the offer will be satisfied. Qualcomm is in no way associated with Tutanota, the mini-tender offer or the offer documentation.
According to Tutanota's offer documents, Qualcomm stockholders who have already tendered their shares may withdraw their shares at any time prior to 5:00 p.m. Eastern Time on Monday, April 27, 2026, by following the procedures described in the offer documents.
Tutanota has made other similar mini-tender offers for shares of other publicly traded companies. Mini-tender offers are designed to seek to acquire less than five percent of a company's outstanding shares, thereby avoiding many disclosure and procedural requirements of the Securities and Exchange Commission ("SEC") that apply to offers for more than five percent of a company's outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under United States securities laws.
The SEC has cautioned investors about mini-tender offers, stating that "Investors need to scrutinize mini-tender offers carefully. Some bidders make mini-tender offers at below-market prices, hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." The SEC's Tips for Investors regarding mini-tender offers may be found on the SEC's website at www.sec.gov/investor/pubs/minitend.htm.
Qualcomm encourages brokers and dealers, as well as other market participants, to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosures at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm and the NASD Notice to Members 99-53 issued in July 1999 regarding guidance to members forwarding mini-tender offers to their customers, which can be found at www.finra.org/sites/default/files/NoticeDocument/p004221.pdf.
About Qualcomm
Qualcomm relentlessly innovates to deliver intelligent computing everywhere, helping the world tackle some of its most important challenges. Building on our 40 years of technology leadership in creating era-defining breakthroughs, we deliver a broad portfolio of solutions built with our leading-edge AI, high-performance, low-power computing, and unrivaled connectivity. Our Snapdragon® platforms power extraordinary consumer experiences, and our Qualcomm Dragonwing™ products empower businesses and industries to scale to new heights. Together with our ecosystem partners, we enable next-generation digital transformation to enrich lives, improve businesses, and advance societies. At Qualcomm, we are engineering human progress.
Qualcomm Incorporated includes our licensing business, QTL, and the vast majority of our patent portfolio. Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, substantially all of our engineering and research and development functions and substantially all of our products and services businesses, including our QCT semiconductor business. Snapdragon and Qualcomm branded products are products of Qualcomm Technologies, Inc. and/or its subsidiaries. Qualcomm patents are licensed by Qualcomm Incorporated.
View source version on businesswire.com: https://www.businesswire.com/news/home/20260417277916/en/
Brett Simpson
Investor Relations
1-858-658-4813
[email protected]
Clare Conley
Media Relations
1-858-845-5959
[email protected]