Palo Alto Networks tells stockholders to reject small $450-a-share offer
The Santa Clara cybersecurity company says the unsolicited bid could leave sellers with less than market price.
Palo Alto Networks, the cybersecurity company based in Santa Clara, urged its stockholders Friday, Oct. 30, to turn down an unsolicited offer from a firm called Tutanota LLC to buy some of their shares, the company said in a news release.
Tutanota offered $450 a share in cash for up to 250,000 shares, about 0.03% of the company's stock. Palo Alto Networks said it does not endorse the offer and is not affiliated with Tutanota.
This kind of bid is called a mini-tender offer: an offer to buy less than 5% of a company's stock. Because it is so small, it avoids many disclosure and procedural rules that the Securities and Exchange Commission (SEC), the federal agency that oversees the stock market, applies to larger offers.
The company said the $450 price depends on the stock closing above $450 on the last trading day before the offer ends. Unless Tutanota waives that condition, sellers would get less than market price. Tutanota can also extend the offer, which would delay payment.
The offer ends at 5 p.m. Eastern time (2 p.m. Pacific) on Monday, Nov. 2, unless extended. Stockholders who already agreed to sell can withdraw before then. The SEC warns that some bidders price these offers below market, "hoping that they will catch investors off guard."
Source: Palo Alto Networks, "Palo Alto Networks Recommends Stockholders Reject Mini-Tender Offer by Tutanota LLC," Oct. 30, 2026 and U.S. Securities and Exchange Commission investor guidance on mini-tender offers.