Lilly Advises Shareholders to Decline Tutanota LLC’s ‘Mini-Tender’ Proposal

Eli Lilly and Company (NYSE: LLY) has received notification of an unsolicited “mini-tender” offer from Tutanota LLC (“Tutanota”), proposing to acquire up to 62,500 shares of Lilly common stock, which represents significantly less than one percent of Lilly’s outstanding common stock. The offer price is set at $800.00 net per share (“Offer Price”).

This offer is contingent upon various conditions, including the closing price per share of Lilly’s common stock exceeding the Offer Price on the last trading day before the offer expires. Tutanota also indicates its intention to extend the offer for successive periods of 45 to 180 days until the market price of Lilly’s common stock surpasses the Offer Price. Consequently, shareholders who tender their shares may receive a below-market price if the offer conditions are met and their shares are accepted. It’s important to note that there is no guarantee that the conditions of the offer will be fulfilled. Additionally, if Tutanota extends its offer, payment may be delayed beyond the scheduled expiration date of Friday, May 17, 2024.

Lilly does not endorse Tutanota’s unsolicited mini-tender offer and has no affiliation with Tutanota, its mini-tender, or its related documents. The company advises shareholders against tendering their shares in response to Tutanota’s offer due to its reliance on a below-market Offer Price and various additional conditions, including Tutanota’s need to secure financing. Shareholders who have already tendered their shares have the option to withdraw them before 5:00 p.m., Eastern Time, on Friday, May 17, 2024, following the guidelines outlined in the offering documents. Lilly recommends that shareholders who have not yet responded to Tutanota’s offer refrain from taking any action at this time.

The U.S. Securities and Exchange Commission (“SEC”) has warned investors about such offers, highlighting that some bidders may make mini-tender offers at below-market prices in the hope of catching investors off guard. Shareholders are advised to obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution regarding Tutanota’s mini-tender offer. Lilly also encourages brokers, dealers, and other market participants to review the SEC’s guidance on broker-dealer mini-tender offer dissemination and disclosure.

Tutanota’s mini-tender offer targets significantly less than five percent of Lilly’s outstanding common stock. Mini-tender offers aim to acquire less than five percent of a company’s outstanding shares, thus evading many disclosure and procedural requirements of the SEC applicable to offers for more than five percent of a company’s outstanding shares. Consequently, mini-tender offers do not provide investors with the same level of protections as larger tender offers under U.S. securities laws. Tutanota has previously made similar unsolicited mini-tender offers for stock of other public companies.

Lilly requests that a copy of this press release be included with all distributions of materials related to Tutanota’s mini-tender offer regarding Lilly’s common stock.

About Lilly

Lilly is a pharmaceutical company dedicated to transforming scientific discoveries into solutions that improve lives worldwide. With a history spanning nearly 150 years, Lilly’s medications positively impact more than 51 million people globally. Leveraging biotechnology, chemistry, and genetic medicine, Lilly’s scientists are at the forefront of addressing significant health challenges, from redefining diabetes care to combating obesity and Alzheimer’s disease. By delivering innovative clinical trials and ensuring accessibility and affordability of their medicines, Lilly remains committed to making life better for millions.

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