Sandisk (SNDK.US) urges shareholders to reject Tutanota's discounted "mini acquisition" tender offer.

SanDisk (SNDK.US) issued a statement on Friday advising shareholders to reject the "mini tender offer" proposed by Tutanota LLC. The offer intends to acquire up to 100,000 shares of SanDisk common stock at a price of $1150 per share. This acquisition amount accounts for less than 0.07% of the total number of shares issued by SanDisk as of April 24, 2026. SanDisk emphasizes that it neither approves nor supports the offer, and the company has no association with Tutanota or the offer documents. They strongly urge investors not to take any action. The offer price is $1150, but the condition is that the closing price of SanDisk stock on the last trading day before the deadline must be higher than that price. If Tutanota does not waive this condition, participating shareholders will actually receive a return lower than the market fair value. Furthermore, Tutanota reserves the right to extend the offer period by 45 to 180 days, leading to a significant delay in payment. SanDisk reminds shareholders who have submitted their shares that they can withdraw their shares at any time before the current deadline (5:00 p.m. Eastern Time on May 20, 2026). It is reported that Tutanota has actively made "mini tender offers" to several large companies in 2025 and 2026, including SanDisk, Merck & Co., Inc. (MRK.US), Qualcomm (QCOM.US), etc. "Mini tender offers" refer to the acquirer's intention to purchase less than 5% of the outstanding shares of the target company, in order to avoid the strict disclosure requirements of the US Securities and Exchange Commission (SEC) regarding large-scale acquisitions. The SEC warns on its website that the masterminds behind "mini tender offers" often use them to catch shareholders off guard, and investors may end up selling their stocks at a price lower than the market price. Before the Friday stock market opened, SanDisk fell by 0.74%, to $1372.46.