P&G Recommends Stockholders Reject Mini-Tender Offer by Tutanota LLC

CINCINNATI--(BUSINESS WIRE)--The Procter & Gamble Company (NYSE:PG) today announced that it has been notified of an unsolicited “mini-tender” offer by Tutanota LLC (Tutanota) to purchase up to 500,000 shares of the Company’s common stock at a price of $128 per share. The offer is conditioned on, among other things, the closing price per share of P&G stock exceeding $128 on the last trading day before the offer expires. This means that unless this condition is waived by Tutanota, P&G shareholders who tender their shares in the offer will receive a below-market price. Tutanota further states in its offering documents that it expects to extend the offer for successive periods of 45 to 180 days until the market price of the shares exceeds the offer price.

P&G recommends shareholders do not tender their shares in response to this unsolicited mini-tender offer because the offer is at a price below a conditional market price of P&G’s shares and is subject to numerous conditions. P&G shareholders who have already tendered their shares may withdraw their shares by providing the written notice described in the Tutanota LLC offering documents prior to the expiration of the offer, currently scheduled for 5:00 p.m., New York City Time on September 22, 2025 unless extended or earlier terminated.

P&G does not endorse Tutanota’s unsolicited mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer, or the offer documentation.

Tutanota has previously made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than 5 percent of a company’s outstanding shares. As a result, mini-tender offers do not provide investors with the same level of protections as provided for larger tender offers under U.S. securities laws.

The SEC has issued “Tips for Investors” regarding mini-tender offers, noting that some bidders, in making the offers at below-market prices, are “hoping that they will catch investors off guard if the investors do not compare the offer price to the current market price.” The SEC’s advisory may be found on the SEC website at http://www.sec.gov/investor/pubs/minitend.htm.

P&G urges common stockholders to obtain current market quotations for their shares of common stock, to consult their broker or financial advisor, and to exercise caution with respect to Tutanota’s offer.

P&G urges brokers, dealers and other market participants to review the SEC’s recommendations to broker-dealers in these circumstances, which can be found on the SEC website at http://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

P&G requests that a copy of this news release be included with all distributions of materials relating to Tutanota LLC’s mini-tender offer.

About Procter & Gamble

P&G serves consumers around the world with one of the strongest portfolios of trusted, quality, leadership brands, including Always®, Ambi Pur®, Ariel®, Bounty®, Charmin®, Crest®, Dawn®, Downy®, Fairy®, Febreze®, Gain®, Gillette®, Head & Shoulders®, Lenor®, Olay®, Oral-B®, Pampers®, Pantene®, SK-II®, Tide®, Vicks®, and Whisper®. The P&G community includes operations in approximately 70 countries worldwide. Please visit https://www.pg.com for the latest news and information about P&G and its brands. For other P&G news, visit us at https://www.pg.com/news.

Category: PG-IR