Takeover Offer Aroundtown SA/TLG IMMOBILIEN AG
You have entered the website which Aroundtown SA (“Aroundtown”) has designated for the publication of documents and information in connection with its voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) for all shares of TLG IMMOBILIEN AG (“TLG”) announced on November 19, 2019 (the “Offer”).
In order to access further information in connection with the Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.
Aroundtown has announced the Offer on November 19, 2019 and published the offer document on December 18, 2019. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has approved the publication of the offer document on December 18, 2019.
Aroundtown (the “Bidder”) publishes on the following pages information concerning the Offer. The Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung) and certain provisions of the securities laws of the United States of America applicable to cross-border tender offers. The Offer is not made pursuant to the provisions of jurisdictions other than those of the Federal Republic of Germany or the United States of America (to the extent applicable). Thus, no announcements, registrations, admissions or approvals of the Offer and/or the offer document have been filed, arranged for or granted outside of the Federal Republic of Germany. Investors in, and holders of, securities in TLG cannot rely on having recourse to provisions for the protection of investors of any jurisdiction other than the Federal Republic of Germany or the United States of America (to the extent applicable).
Upon the publication of the offer document the Offer may be accepted by all domestic and foreign TLG Shareholders (including those with a domicile, registered office or habitual abode in the Federal Republic of Germany, the European Union or the European Economic Area) in accordance with the offer document and the relevant applicable laws.
The publication, dispatch, distribution or dissemination of the offer document or other documents associated with the Offer outside the Federal Republic of Germany may generally lead to the application of laws of jurisdictions other than those of the Federal Republic of Germany. The publication, dispatch, distribution and dissemination of the offer document in these other jurisdictions may be subject to legal restrictions. The offer document and other documents associated with the Offer may therefore not be dispatched to, published, distributed or disseminated in any jurisdiction by third parties, if and to the extent that such transmission, publication, distribution or dissemination would violate applicable laws or depend on observing regulatory procedures or the granting of approvals or the satisfaction of additional conditions when these have not been observed, granted or satisfied.
TLG shareholders resident in the United States of America (“United States”) should note that the Offer is being made in respect of securities of a company which is a foreign private issuer as defined by Rule 3b-4 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the shares of which are not registered under Section 12 of the Exchange Act. The Offer is being made with respect to United States holders of TLG shares in reliance on exemptions available for cross-border tender offers. These exemptions permit a bidder to satisfy certain United States substantive and procedural Exchange Act rules governing tender offers by complying with home jurisdiction law or practice and exempts the bidder from compliance with certain other such rules of the Exchange Act. As a result, the Offer is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States, including with respect to withdrawal rights, offer timetable and settlement procedures. To the extent that the Offer is subject to the US securities laws, such laws only apply with respect to TLG shareholders in the United States and no other person has any claims under such laws.
Subject to the exceptions described in the offer document as well as any exemptions that may be granted by any competent regulatory authority, a takeover offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction.
The Offer will result in the acquisition of securities of a Luxembourg company and is subject to German disclosure requirements, which differ from those of the United States. The financial information included or referred to in the offer documentation has been prepared in accordance with non-U.S. accounting standards and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The Aroundtown shares that are intended to be transferred to TLG shareholders as consideration (the “Offer Shares”) have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”), or under the securities laws of any state, district or other jurisdiction of the United States of America. The Offer Shares may not be offered, sold or delivered, directly or indirectly, to TLG shareholders located in the United States of America (the “U.S. Shareholders”), or to agents, nominees, trustees, custodians or other persons acting for the account or benefit of U.S. Shareholders, except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of U.S. Securities Act.
The announcements made on this website do not constitute an invitation to sell or make an offer to exchange securities in TLG or the Bidder. With the exception of the publication of the Offer Document, announcements made on this website also do not constitute an offer to purchase or exchange shares in TLG or the Bidder. Moreover, this announcement is neither an offer to purchase nor a solicitation to purchase Aroundtown shares. The final terms and further provisions regarding the Offer are set forth in the offer document and may, to the extent legally permissible, deviate from the conditions and other key parameters described herein. Investors and holders of TLG shares are strongly recommended to read the offer document and all other documents in connection with the Offer as soon as they are published, as they will contain important information.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder or its brokers may purchase, or conclude agreements to purchase, shares in TLG, directly or indirectly, outside the Offer, before, during or after the period in which the offer remains open for acceptance. The same applies to other securities which are directly convertible into, exchangeable for, or exercisable for shares in TLG. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and will also be published in the form of an unofficial English translation on the internet website of Aroundtown. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States.
To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Offer for the Bidder, for those shareholders of TLG who choose not to accept the Offer or for future financial results of the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
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