GE HealthCare Recommends Shareholders Reject “Mini-Tender” Offer by Potemkin Limited

Key Terms

mini-tender offer financial

A mini-tender offer is a proposal to buy a relatively small slice of a company’s outstanding shares, typically under the regulatory threshold that triggers full public-offer rules. It matters to investors because these offers usually come with fewer disclosure and procedural protections than large takeovers, can be made at prices below current market value, and may temporarily restrict or complicate your ability to sell—think of it as an unsolicited small buyout attempt that lacks the safeguards of a full-scale offering.

tender offers financial

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

U.S. Securities and Exchange Commission regulatory

The U.S. Securities and Exchange Commission is a government agency responsible for overseeing the stock market and protecting investors. It sets rules to ensure that companies share truthful information and that trading is fair, helping to maintain trust in the financial system. This oversight is important because it helps prevent fraud and ensures that investors can make informed decisions.

broker-dealer financial

A broker-dealer is a licensed firm or individual that both executes trades on behalf of clients (acting as a broker) and buys or sells securities for its own account (acting as a dealer). Investors care because broker-dealers provide the plumbing of markets — they place orders, hold or move cash and securities, offer research or advice, and their stability and fees directly affect trade execution, costs, and the safety of client funds; think of them as a combined travel agent and taxi for your investments.

CHICAGO--(BUSINESS WIRE)-- GE HealthCare Technologies Inc. (Nasdaq: GEHC) (“GE HealthCare”) announced today that it received notice on January 5, 2026, of an unsolicited “mini-tender” offer by Potemkin Limited to purchase up to 100,000 shares (or a greater amount as outlined in the offer documentation) of GE HealthCare common stock at a price of $54.20 per share in cash. Potemkin Limited’s offer price of $54.20 per share is approximately 34.77 percent lower than the $83.09 closing per share price of GE HealthCare’s common stock on December 8, 2025, the last trading day before the mini-tender offer appears to have commenced.

GE HealthCare does not endorse Potemkin Limited’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares in response to Potemkin Limited’s offer because the offer is at a price that is significantly below the current market price for GE HealthCare’s common stock and subject to numerous conditions.

GE HealthCare is not affiliated or associated in any way with Potemkin Limited, its mini-tender offer or its offer documentation. Potemkin Limited has made similar mini-tender offers for shares of other companies. Mini-tender offers seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the “SEC”) that apply to offers of more than five percent of 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 cautioned investors that some bidders making mini-tender 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.” More on the SEC’s guidance to investors on mini-tender offers is available at https://www.sec.gov/about/reports-publications/investorpubsminitend.

GE HealthCare urges investors to obtain current market quotations for their shares, to consult with their broker or financial advisor and to exercise caution with respect to Potemkin Limited’s offer. GE HealthCare recommends that stockholders who have not responded to Potemkin Limited’s offer take no action. Stockholders who have already tendered their shares may withdraw them no more than 14 days after the date of delivery of the stockholder’s acceptance form to the depositary for this offer, in accordance with Potemkin Limited’s offer documentation. The offer is currently scheduled to expire at 5:00 p.m., New York City time, on June 9, 2026. Potemkin Limited may extend the offering period at its discretion.

GE HealthCare encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

GE HealthCare requests that a copy of this release be included with all distributions relating to Potemkin Limited’s mini-tender offer for shares of GE HealthCare common stock.

About GE HealthCare Technologies Inc.

GE HealthCare is a trusted partner and leading global healthcare solutions provider, innovating medical technology, pharmaceutical diagnostics, and integrated, cloud-first AI-enabled solutions, services and data analytics. We aim to make hospitals and health systems more efficient, clinicians more effective, therapies more precise, and patients healthier and happier. Serving patients and providers for more than 125 years, GE HealthCare is advancing personalized, connected and compassionate care, while simplifying the patient’s journey across care pathways. Together, our Imaging, Advanced Visualization Solutions, Patient Care Solutions and Pharmaceutical Diagnostics businesses help improve patient care from screening and diagnosis to therapy and monitoring. We are a $19.7 billion business with approximately 53,000 colleagues working to create a world where healthcare has no limits.

GE HealthCare is proud to be among 2025 Fortune World’s Most Admired Companies™.

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Investor Relations Contact:

Carolynne Borders

+1 631 662 4317

caroylnne.borders@gehealthcare.com

Media Contact:

Jennifer Fox

M +1 414 530 3027

jennifer.r.fox@gehealthcare.com

Source: GE HealthCare Technologies Inc.