Palo Alto Networks opposes Tutanota offer

Palo Alto Networks Inc. has recommended that its stockholders reject an unsolicited mini-tender offer from Tutanota LLC to acquire up to 250,000 shares of the company’s common stock. The cash offer is priced at $450.00 per share and covers approximately 0.03% of Palo Alto Networks’ outstanding shares. The company said it does not endorse the mini-tender offer and has no affiliation with Tutanota, while advising investors not to tender their shares.

Palo Alto Networks stated that shareholders who tender their stock into the mini-tender may receive a price below the market level, unless Tutanota waives a key pricing condition included in the offer. The company also encouraged stockholders to obtain current market quotations for their shares and to consult with brokers or financial advisors before taking any action in response to the offer.

Under the terms disclosed, Tutanota LLC is seeking to purchase up to 250,000 Palo Alto Networks common shares at $450.00 per share in cash. The mini-tender represents roughly 0.03% of the company’s outstanding stock. A condition of the offer is that the closing market price of Palo Alto Networks shares must be greater than $450.00 on the last trading day before the offer expires, unless Tutanota decides to waive this requirement.

The offer is scheduled to expire at 5:00 p.m. Eastern Time on Monday, November 2, 2026. However, Tutanota has the option to extend the mini-tender for one or more additional periods ranging from 45 to 180 days. Any such extension would postpone the timing of payment to shareholders whose shares are accepted in the offer.

Shareholders who have already tendered their Palo Alto Networks shares into the mini-tender may withdraw them at any time before the offer expires. Withdrawals must be carried out by providing notice in the manner described in the mini-tender offer documents. This gives investors the flexibility to change their decision while the offer remains open or during any extension period.

Palo Alto Networks noted that the Tutanota transaction is structured as a mini-tender offer, involving less than 5% of the company’s outstanding shares. As a result, it is not subject to many of the disclosure and procedural requirements that the Securities and Exchange Commission applies to larger tender offers. The company highlighted that the SEC has cautioned investors about mini-tender offers, including situations where bidders propose to buy shares at prices below prevailing market levels.