DISCLAIMER (Please confirm below)
The public tender offer described in this Offer Prospectus ("Offer") is not and will not be made directly or indirectly in any country or jurisdiction in which the Offer would be unlawful or in which it would otherwise breach applicable law or in which the Offeror or one of its shareholders would be obliged to make any change or alteration to the terms and conditions of the Offer, to make any additional application to governmental, regulatory or other authorities or to carry out any additional acts in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer may not be distributed in or sent to such countries or jurisdictions and may not be used by any natural person or legal entity resident or incorporated in such countries or jurisdictions for the purpose of soliciting purchases of participation rights in the Company in such countries or jurisdictions.
Any acceptance of the Offer as a result of active solicitation or other breach of the above restrictions shall be refused.
Acceptance of the Offer by persons resident in a country other than Switzerland may be subject to specific obligations and restrictions. It is the exclusive responsibility of the recipient of the Offer to comply with these rules and, before accepting the Offer, to check whether they exist and whether they apply in accordance with the recommendation of their own advisors.
Notice to Investors from the United States of America
The Offer described in this Offer Prospectus is not being made and will not be made, directly or indirectly, in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The shares of Goldbach Group AG (“Goldbach Shares”) may not be tendered in the Offer by any such use, means, instrumentality or facility from or within the United States or by persons located in or resident in the United States or by US persons, as defined in regulation S of the United States Securities Act of 1933, as amended (each a "US Person"). Accordingly, copies of this announcement and any other documents or materials relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States or to any persons located or resident in the United States or to US persons. Any purported tender of Goldbach Shares in the Offer resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of Goldbach Shares made by a person located or resident in the United States or by a US person, or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States or for a US person will be invalid and will not be accepted.
Each holder of Goldbach Shares participating in the Offer will represent that it is not a US person and it is not located or resident in the United States and is not participating in the Offer from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in such Offer from the United States and is not a US Person.
As used herein, the "United States" or the "US" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
This communication is for information purposes only and is not intended to and does not constitute, or form part of, any offer to sell or subscribe for, or any invitation to purchase or subscribe for any securities, or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely pursuant to the terms of the offer document, which will contain the full terms and conditions of the Offer, including details of how to vote in respect of the Offer. Any decision in respect of, or other response to, the Offer should be made only on the basis of the information contained in the offer document.
This communication does not constitute a prospectus or prospectus equivalent document.
This communication contains certain forward-looking statements with respect to the financial condition, results of operations and business of the Company and certain plans and objectives of the Offeror with respect thereto. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as "anticipate", "target", "expect", "estimate", "intend", "plan", "goal", "believe", "hope", "aims", "continue", "will", "may", "should", "would", "could", or other words of similar meaning. These statements are based on assumptions and assessments made by the Company, and / or the Offeror in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this communication could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. No assurance can be given that such expectations will prove to have been correct and you are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as of the date of this communication. Neither the Company nor the Offeror, nor or any of their respective affiliates, members, directors, officers or employees or any persons acting on their behalf, assumes any obligation to update or correct the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions.
Neither the Company, the Offeror, nor their respective affiliates, members, directors, officers or employees, advisers or any person acting on their behalf, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this communication will actually occur. No forward-looking or other statements have been reviewed by the auditors of the Company or the Offeror. All subsequent oral or written forward-looking statements attributable to the Company or the Offeror, or any of their respective affiliates, members, directors, officers, advisers or employees or any person acting on their behalf are expressly qualified in their entirety by the cautionary statement above.
No statement in this communication is intended, or is to be construed, as a profit forecast or estimate for any period and no statement in this communication should be interpreted to mean that earnings or earnings per share for the Company or the Offeror for current or future financial years, or for the enlarged group, would necessarily match or exceed the historical published earnings per share for the Company or the Offeror.
Australia, Canada and Japan
Neither this announcement nor the information it contains is for publication, distribution or release, in whole or in part, directly or indirectly into Australia (other than to persons in Australia to whom an offer may be made without a disclosure document in accordance with Chapter 6D of the Corporations Act 2001 (CTH) of Australia), Canada or Japan, to any persons in any of those jurisdictions or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. Any failure to comply with these restrictions may constitute a violation of Australian, Canadian, Japanese or other applicable securities laws. The Offer, the distribution of this announcement and information in connection with the Offer and transactions relating to the shares in Goldbach or the Goldbach Shares may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to in this announcement or related to the Offer comes should inform themselves about, and observe, any such restrictions. More particularly:
(a) this announcement does not contain or constitute; and
(b) the Offer does and will not itself constitute
an offer or a solicitation of an offer to acquire, subscribe for or sell any shares in Goldbach or Goldbach Shares to any person in Australia, Canada or Japan or in any jurisdiction to whom or in which such offer or solicitation is unlawful.
European Economic Area
The Offer described in this Offer Prospectus (is only being made within the European Economic Area (“EEA”) pursuant to an exemption under Directive 2003/71/EC (as amended and together with any applicable adopting or amending measures in any relevant member state (as defined below), the “Prospectus Directive”), as implemented in each member state of the EEA (each a relevant member state), from the requirement to publish a prospectus that has been approved by the competent authority in that relevant member state and published in accordance with the Prospectus Directive as implemented in that relevant member state or, where appropriate, approved in another relevant member state and notified to the competent authority in that relevant member state, all in accordance with the Prospectus Directive. Accordingly, in the EEA, the Offer and documents or other materials in relation to the Offer are only addressed to, and are only directed at, qualified investors (qualified investors) in the relevant member state within the meaning of Article 2(1)(e) of the Prospectus Directive, as adopted in the relevant member state (“Permitted Participants”). This offer prospectus and the documents and other materials in relation to the Offer may not be acted or relied upon by persons in the EEA who are not Permitted Participants, and each Target shareholder seeking to participate in the Offer that is resident in the EEA will be deemed to have represented and agreed that it is a qualified investor.