QUALCOMM advises shareholders to reject Tutanota mini-tender offer

Qualcomm Incorporated (NASDAQ: QCOM) announced it does not endorse an unsolicited mini-tender offer from Tutanota LLC to purchase up to 500,000 shares of the company's common stock at $150 per share.

The offer represents less than 0.05% of Qualcomm's outstanding shares and includes a condition that the closing price of Qualcomm stock must exceed $150 on the last trading day before the offer expires. This condition means shareholders who tender their shares would receive a below-market price unless Tutanota waives the requirement.

Tutanota can extend the offer for successive periods of 45 to 180 days and has indicated it expects to extend until Qualcomm's market price exceeds the offer price. The current expiration date is scheduled for April 27, 2026.

Qualcomm stated it has no association with Tutanota or the mini-tender offer. The company cited additional concerns including numerous conditions attached to the offer and Tutanota's need to obtain financing, with no guarantee these conditions will be satisfied.

Shareholders who have already tendered shares may withdraw them before 5:00 p.m. Eastern Time on April 27, 2026, according to procedures outlined in Tutanota's offer documents.

Mini-tender offers target less than five percent of a company's outstanding shares, allowing them to avoid many Securities and Exchange Commission disclosure and procedural requirements that apply to larger tender offers. This provides fewer investor protections compared to offers for more than five percent of shares.

The SEC has previously cautioned investors about mini-tender offers, noting that some bidders make offers at below-market prices hoping to catch investors who do not compare the offer price to current market values.

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