UnitedHealth Warns Investors Against Below-Market Mini-Tender Offer

UnitedHealth Group Recommends Shareholders Reject "Mini-Tender" Offer by Tutanota

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06/23/2025 - 04:00 PM

UnitedHealth Group (NYSE: UNH) today announced that it recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC (Tutanota) to purchase up to 175,000 shares of UnitedHealth Group’s common stock, representing significantly less than 1% of UnitedHealth Group’s common stock outstanding.

The offer price of $325.00 per share is conditioned on, among other things, the closing price per share of UnitedHealth Group’s common stock exceeding $325.00 per share on the last full trading day before the offer expires. This means that unless this condition is waived by Tutanota, UnitedHealth Group 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.

UnitedHealth Group recommends that shareholders do not tender their shares in response to Tutanota’s offer because the offer is at a price below a conditional market price for UnitedHealth Group’s common stock and subject to numerous additional conditions. Shareholders who have already tendered their shares may withdraw them at any time by providing notice in the manner described in the Tutanota offering documents prior to the expiration of the offer, which is currently scheduled for 5 p.m. EDT, on Monday, June 23, 2025, unless extended or earlier terminated.

UnitedHealth Group does not endorse Tutanota’s unsolicited mini-tender offer and is not associated in any way with Tutanota, its mini-tender offer, or its mini-tender offer documents.

Tutanota’s mini-tender offer seeks less than 5% of UnitedHealth Group’s outstanding common stock. Mini-tender offers seek to acquire less than 5% of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that apply to offers for more than 5% of a company’s outstanding shares. As a result, minitender offers do not provide investors with the same level of protections as provided by larger tender offers under U.S. securities laws. In a statement to investors, the SEC cautioned investors that some bidders make mini-tender offers at below-market prices, saying it believes that these bidders 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 guidance to investors on mini-tenders is available at https://www.sec.gov/about/reports-publications/investorpubsminitend. Tutanota has made similar unsolicited mini-tender offers for stock of other public companies. UnitedHealth Group encourages brokers and dealers, as well as other market participants, to review the SEC’s letter regarding brokerdealer mini-tender offer dissemination and disclosure at https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm.

Shareholders should obtain current market quotations for their shares, consult with their broker or financial advisor, and exercise caution with respect to Tutanota’s mini-tender offer.

UnitedHealth Group requests that a copy of this news release be included with all distributions of materials related to Tutanota’s mini-tender offer related to UnitedHealth Group’s common stock.

About UnitedHealth Group

UnitedHealth Group is a health care and well-being company with a mission to help people live healthier lives and help make the health system work better for everyone through two distinct and complementary businesses. Optum delivers care aided by technology and data, empowering people, partners and providers with the guidance and tools they need to achieve better health. UnitedHealthcare offers a full range of health benefits, enabling affordable coverage, simplifying the health care experience and delivering access to high-quality care. Visit UnitedHealth Group at www.unitedhealthgroup.com and follow UnitedHealth Group on LinkedIn.