Johnson & Johnson has advised its shareholders to reject an unsolicited mini-tender offer made by Tutanota LLC. Tutanota, a company registered in the Island of Nevis, proposed to buy up to 500,000 shares of Johnson & Johnson common stock at $145.00 per share in cash. This offer price is significantly lower than the closing price of Johnson & Johnson stock on September 26, 2025, which was the last full trading day before the offer was made.
The company emphasized that Tutanota's offer is subject to several conditions, including that the market price of Johnson & Johnson shares must exceed $145.00 on the last trading day before the offer expires. Unless Tutanota waives this condition, shareholders who accept the offer would be selling at a price below market value. Tutanota has also indicated that it may extend the offer for periods ranging from 45 to 180 days until market prices surpass their offer price. The proposed purchase represents about 0.0207% of Johnson & Johnson's outstanding shares as of September 29, 2025.
Johnson & Johnson stated, "Johnson & Johnson is not associated in any way with Tutanota LLC or its unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to Tutanota’s offer because the offer is at a price below the current market price for Johnson & Johnson’s shares and subject to numerous conditions."
Mini-tender offers like this one typically involve less than 5 percent of a company's outstanding shares, allowing bidders to bypass many U.S. Securities and Exchange Commission (SEC) disclosure and procedural requirements. As a result, these offers do not provide investors with the same protections as larger tender offers under U.S. securities laws.
The SEC has warned investors about such offers, stating that some bidders making mini-tender offers at prices below market value are "hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price." More information on SEC guidance regarding mini-tender offers can be found at https://www.sec.gov/rules-regulations/2000/07/commission-guidance-mini-tender-offers-limited-partnership-tender-offers.
Johnson & Johnson has encouraged shareholders to check current market prices, consult financial advisors, and be cautious about Tutanota’s proposal. Shareholders who have not responded are advised to take no action. The expiration date for Tutanota’s offer is set for 5:00 p.m., New York City time, on Wednesday, October 29, 2025, unless extended or terminated earlier.
Brokers, dealers, and other market participants are also urged by Johnson & Johnson to review the SEC’s letter concerning broker-dealer responsibilities related to mini-tender offers at www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.
Johnson & Johnson continues to focus on healthcare innovation and encourages those interested in learning more about its activities to visit www.jnj.com.