-Merck (NYSE: MRK), known as MSD outside the United States and Canada, has been notified that Tutanota LLC (Tutanota) has commenced an unsolicited “mini-tender” offer, dated November 10, 2025, to purchase up to 1,000,000 shares of Merck common stock at $65.00 per share. The offer price is approximately 24.66% below the closing price of Merck common stock on November 7, 2025 ($86.28), the last trading day before the date of the offer, and approximately 31.56% below the closing price of Merck common stock on November 20, 2025 ($94.97), the day prior to this release.

Merck does not endorse Tutanota’s offer and recommends that Merck shareholders reject the offer and not tender their shares in response to Tutanota’s unsolicited mini-tender offer. This mini-tender offer is at a price below the closing price for Merck’s shares (as of the day prior to this release) and is subject to numerous conditions, including Tutanota’s ability to obtain financing. Merck is not associated in any way with Tutanota, its mini-tender offer or the offer documentation.

Tutanota has made similar unsolicited mini-tender offers for shares of other publicly traded companies. Mini-tender offers seek to acquire less than 5% of a company's outstanding shares. This lets the offering company avoid many of the disclosure and procedural requirements the U.S. Securities and Exchange Commission (SEC) requires for tender offers. As a result, mini-tender offers do not provide investors the same level of protections as provided by larger tender offers under U.S. federal securities laws.

On its website, the SEC advises that the people behind mini-tender offers “frequently use mini-tender offers to catch shareholders off guard” and that investors “may end up selling at below-market prices.” The SEC's website also contains important tips for investors regarding mini-tender offers.

Like Tutanota’s other offers, this one puts individual investors at risk because they may not realize they are selling their shares at a discount. Merck urges shareholders to obtain current stock quotes for their shares of Merck common stock, to review the terms and conditions of the offer, to consult with their brokers or financial advisers, and to exercise caution with respect to Tutanota’s mini-tender offer.

Merck encourages brokers, dealers, and other investors to review the SEC’s letter regarding broker-dealer mini-tender offer dissemination and disclosure.

Merck requests that a copy of this news release be included with all distribution of materials related to Tutanota’s offer for shares of Merck common stock.