#USA #Columbus #mini-tender offer #Vertiv Holdings #Tutanota LLC

Vertiv Holdings' Important Shareholder Notice

Vertiv Holdings Co (NYSE: VRT), a global leader in critical digital infrastructure, has made a significant announcement regarding an unsolicited mini-tender offer by Tutanota LLC. Shareholders need to be aware and exercise caution concerning this proposal which is presented under conditions that could disadvantage them.

On May 15, 2026, Vertiv Holdings disclosed that Tutanota LLC has proposed to acquire up to 500,000 shares of Vertiv's common stock at a price of $410.00 per share in cash. However, this offer is fraught with conditions. The price is contingent upon Vertiv's share price exceeding $410.00 on the last trading day before the offer's expiration. Therefore, if this condition is not met, shareholders may find themselves receiving lesser value for their shares by accepting this offer.

Tutanota's strategy implies that it aims to create an incentive for shareholders to tender their shares at a price that may not reflect the current market value. Vertiv Holdings has stressed that it is not affiliated in any way with Tutanota LLC and is recommending that shareholders do not submit their shares in response to this unsolicited offer. The company emphasizes that the terms of the offer require multiple conditions to be met – factoring in the current market realities, it’s advised to be cautious and well-informed before making any decisions.

Historically, mini-tender offers like this one have been used as a tactic to acquire less than five percent of a company's outstanding shares, allowing the bidders to bypass many SEC regulations regarding disclosures and procedures. As a result, investors may lack the adequate protections typically encompassed in larger tender offers governed by U.S. securities laws.

The U.S. Securities and Exchange Commission (SEC) has previously issued warnings about mini-tender offers that are below market rates. They indicate that such offers can deceive potential investors, who might be caught off guard if they don’t compare the offer price with the prevailing market price. More details on this guidance can be found on SEC's official website.

Given this guidance, Vertiv urges its investors to obtain up-to-date market prices for their shares and consult with their brokers or financial advisors before making any moves related to Tutanota's offer. Shareholders who have not yet acted in response to Tutanota's proposal are encouraged to refrain from any actions. Furthermore, shareholders who may have already tendered their shares can withdraw them prior to the offer's expiration on June 8, 2026, at 5:00 p.m. New York City time.

It's essential for brokers and dealers, alongside the market participants, to review the SEC’s advisories regarding mini-tender offers and their dissemination to ensure they remain compliant and protective of their clients’ interests.

In summary, while Tutanota LLC's offer might seem appealing on the surface, Vertiv Holdings strongly recommends its shareholders play it safe. Staying informed, consulting with qualified professionals, and thoroughly understanding the implications of mini-tender offers can safeguard against potentially unfavorable outcomes.

About Vertiv Holdings

Vertiv (NYSE: VRT) specializes in providing critical digital infrastructure and continuity solutions. The firm engages in the design, manufacture, and servicing of essential infrastructure systems that are crucial for operational functionality across data centers, communication networks, and industrial facilities globally. With their solutions, Vertiv enhances operational efficiency, reliability, and environmental sustainability for clients, serving a diverse range of sectors including hyperscale cloud providers and large enterprises across over 130 countries.

For further inquiries, Vertiv encourages stakeholders to reach out to their investor relations or media contacts as appropriate.