Vertiv Holdings Recommends Shareholders Reject the Mini-Tender Offer by Tutanota LLC

COLUMBUS, Ohio, May 15, 2026 /PRNewswire/ -- Vertiv Holdings Co (NYSE: VRT), a global leader in critical digital infrastructure, announced today that it has received notice of an unsolicited "mini-tender" offer made by Tutanota LLC (Tutanota) to purchase up to 500,000 shares of Vertiv common stock at $410.00 per share in cash. The offer price of $410.00 per share is conditioned on, among other things, the closing price per share of Vertiv common stock exceeding $410.00 per share on the last trading day before the offer expires, meaning that unless this condition is waived by Tutanota, Vertiv 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. This offer represents approximately 0.13 percent of the outstanding shares of Vertiv's common stock as of the offer date.

Vertiv is not associated in any way with Tutanota LLC or its unsolicited mini-tender offer and recommends that shareholders do not tender their shares in response to Tutanota's offer because the offer requires that the closing stock price for Vertiv's common stock exceed the offer price, and the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer.

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 shares outstanding, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (SEC) that would otherwise apply. 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 SEC.gov.

Vertiv 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 Tutanota's offer. Vertiv recommends that shareholders who have not responded to Tutanota's offer take no action. 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 5:00 p.m., New York City time, on Monday, June 8, 2026, unless extended or earlier terminated.

Vertiv 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 and NASD's Notice to Members 99-53, issued July 1999, regarding guidance to members forwarding mini-tender offers to their customers.

Vertiv requests that a copy of this release be included with all distributions relating to Tutanota's mini-tender offer related to shares of Vertiv stock.

About Vertiv Holdings
Vertiv (NYSE: VRT) is a global provider of critical digital infrastructure and continuity solutions. The company designs, manufactures, and services a wide range of essential infrastructure systems, including power management, thermal management, monitoring, and integrated solutions, which are critical to the operation of data centers, communication networks, and industrial facilities worldwide. Vertiv's innovative products and services help customers optimize their operations, improve reliability, and reduce environmental impact. With a presence in over 130 countries, Vertiv partners with a diverse range of customers—including hyperscale cloud providers, network operators, large enterprise entities, and colocation providers—to deliver reliable, scalable infrastructure solutions that support their digital transformation and growth.

Category: Financial News

Forward-looking statements
This release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27 of the Securities Act, and Section 21E of the Securities Exchange Act. These statements are only a prediction. Actual events or results may differ materially from those in the forward-looking statements set forth herein. Readers are referred to Vertiv's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q for a discussion of these and other important risk factors concerning Vertiv and its operations. Vertiv is under no obligation to, and expressly disclaims any obligation to, update or alter its forward-looking statements, whether as a result of new information, future events or otherwise.

For investor inquiries, please contact:
Lynne Maxeiner
Vice President, Global Treasury & Investor Relations
Vertiv
E [email protected]

For media inquiries, please contact:
Ruder Finn for Vertiv
E [email protected]

SOURCE Vertiv Holdings Co