GE HealthCare Recommends Shareholders Reject “Mini-Tender” Offer by Potemkin Limited

GE HealthCare does not endorse Potemkin Limited’s unsolicited mini-tender offer and recommends that stockholders do not tender their shares in response to Potemkin Limited’s offer because the offer is at a price that is significantly below the current market price for GE HealthCare’s common stock and subject to numerous conditions. For example, under the terms of Potemkin Limited’s offer, there could be a significant delay between the time that stockholders tender their shares and when stockholders will receive payment, and there are limits on the ability of tendering stockholders to withdraw their shares from the offer. GE HealthCare is not affiliated or associated in any way with Potemkin Limited, its mini-tender offer or its offer documentation, and GE HealthCare is not responsible for any obligations of the offer.

Potemkin Limited has made a similar mini-tender offer for shares of GE HealthCare common stock and for the shares of other companies. Mini-tender offers seek to acquire less than five percent of a company’s outstanding shares, thereby avoiding many disclosure and procedural requirements of the U.S. Securities and Exchange Commission (the “SEC”) that apply to offers of more than five percent of a company’s outstanding shares. 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 https://www.sec.gov/about/reports-publications/investorpubsminitend.

GE HealthCare 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 Potemkin Limited’s offer. GE HealthCare recommends that stockholders who have not responded to Potemkin Limited’s offer take no action. Stockholders who have already tendered their shares may withdraw them no more than 14 days after the date of delivery of the stockholder’s acceptance form to the depositary for this offer, in accordance with Potemkin Limited’s offer documentation. The offer is currently scheduled to expire at 5:00 p.m., New York City time, on March 17, 2027. Potemkin Limited may extend the offering period at its discretion.

GE HealthCare 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.

GE HealthCare requests that a copy of this release be included with all distributions relating to Potemkin Limited’s mini-tender offer for shares of GE HealthCare.

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