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NVIDIA today announced that it recently became aware of an unsolicited “mini-tender” offer by Tutanota LLC to purchase up to 215,000 shares of NVIDIA common stock, representing significantly less than 1% of NVIDIA’s outstanding common stock.

The offer price of $210 per share is conditioned on, among other things, the closing price per share of NVIDIA’s common stock exceeding $210 per share on the last trading day before the offer expires. This means that unless Tutanota waives this condition, NVIDIA stockholders who tender their shares in the offer will receive a below-market price.

NVIDIA cautions stockholders that Tutanota has stated it expects to extend the offer for successive periods of 45 to 180 days, in which case payment would be delayed beyond the scheduled expiration date of Friday, May 27, 2022. There is no guarantee that the conditions of the offer will be satisfied.

NVIDIA recommends that stockholders do not tender their shares in response to Tutanota’s offer because the offer requires that the closing price per share of NVIDIA’s common stock exceed the offer price, and the offer is subject to numerous additional conditions, including Tutanota obtaining financing for the offer. Stockholders who have already tendered their shares may withdraw them at any time by providing notice in accordance with the Tutanota offering documents prior to the expiration of the offer, which is currently scheduled for 5 p.m. Eastern Daylight Time on Friday, May 27, 2022.

NVIDIA 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.

A mini-tender offer is an offer that would result in the bidder holding not more 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 tender offers that would result in the bidder holding more than 5% of a company’s outstanding shares. Tutanota has made similar unsolicited mini-tender offers for stock of other public companies.

The SEC has cautioned investors about these offers, noting that “some bidders make mini-tender offers at below-market prices, 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/reportspubs/investor-publications/investorpubsminitendhtm.html.

NVIDIA 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.

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

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