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AbbVie Recommends Shareholders Reject Tutanota's "Mini-Tender" Offer

NORTH CHICAGO, Ill., June 14, 2024 /PRNewswire/ -- AbbVie (NYSE: ABBV) has been notified that Tutanota LLC (Tutanota) has commenced an unsolicited "mini-tender" offer, dated May 28, 2024, to purchase up to 250,000 shares of AbbVie common stock at $165.00 per share in cash (Offer Price).

This offer is conditioned on, among other things, the closing price per share of AbbVie's common stock exceeding the Offer Price on the last full trading day prior to the expiration date of the offer. Tutanota also states in its offer documents that it expects to extend the offer for successive periods of 45 to 180 days until the market price of AbbVie's common stock exceeds the Offer Price. This means that AbbVie shareholders who tender their shares in the offer will receive a below-market price if the offer conditions are satisfied and their shares are accepted in the offer. There is no guarantee that the conditions of the offer will be satisfied.

AbbVie does not endorse Tutanota's offer and is not associated in any way with Tutanota, its offer, or the offer documents. AbbVie recommends that AbbVie shareholders do not tender their shares in response to this unsolicited offer. AbbVie shareholders who have already tendered may withdraw their shares by providing the written notice described in the Tutanota offer documents prior to the expiration of the offer, which is currently scheduled at 5:00 p.m. New York City time on June 28, 2024.

Tutanota has made similar, unsolicited mini-tender offers for shares of other publicly traded companies. Mini-tender offers seek to acquire less than five percent of a company's outstanding shares. This lets the offering company avoid many of the disclosure and procedural requirements the U.S. Securities and Exchange Commission (SEC) requires for tender offers. As a result, mini-tender offers do not provide investors with the same level of protections as provided by larger tender offers under the U.S. federal securities laws.

On its website, the SEC advises that the people behind mini tender-offers "frequently use mini-tender offers to catch shareholders off guard" and that investors "may end up selling at below-market prices." The SEC's website also contains important tips for investors regarding mini-tender offers, which can be found here:

Like Tutanota's other offers, this one puts individual investors at risk because they may sell their shares at a discount without realizing. AbbVie urges shareholders to obtain current stock quotes for their shares of AbbVie common stock, review the terms and conditions of the offer, consult with their broker or financial adviser, and exercise caution with respect to Tutanota's offer.

AbbVie encourages brokers, dealers, and other investors to review the SEC's letter regarding broker-dealer mini-tender offer dissemination and disclosure, which can be found here:

AbbVie requests that a copy of this news release be included with all distribution of materials related to Tutanota's offer for shares of AbbVie common stock.

About AbbVie

AbbVie's mission is to discover and deliver innovative medicines and solutions that solve serious health issues today and address the medical challenges of tomorrow. We strive to have a remarkable impact on people's lives across several key therapeutic areas – immunology, oncology, neuroscience, and eye care – and products and services in our Allergan Aesthetics portfolio. For more information about AbbVie, please visit us at Follow @abbvie on LinkedIn, Facebook, Instagram, X (formerly Twitter), and YouTube.

Forward-Looking Statements

Some statements in this news release are, or may be considered, forward-looking statements for purposes of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "anticipate," "project" and similar expressions and uses of future or conditional verbs, generally identify forward-looking statements. AbbVie cautions that these forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially from those expressed or implied in the forward-looking statements. Such risks and uncertainties include, but are not limited to, challenges to intellectual property, competition from other products, difficulties inherent in the research and development process, adverse litigation or government action, and changes to laws and regulations applicable to our industry. Additional information about the economic, competitive, governmental, technological and other factors that may affect AbbVie's operations is set forth in Item 1A, "Risk Factors," of AbbVie's 2023 Annual Report on Form 10-K, which has been filed with the Securities and Exchange Commission, as updated by its subsequent Quarterly Reports on Form 10-Q. AbbVie undertakes no obligation, and specifically declines, to release publicly any revisions to forward-looking statements as a result of subsequent events or developments, except as required by law.


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