Voluntary Public Takeover Offer by Traviata II S.à r.l. to the Shareholders of Axel Springer SE
Disclaimer – Legal Notices
You have entered the website which Traviata II S.à r.l. has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of Axel Springer SE.
Shareholders of Axel Springer SE are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the takeover offer.
Important Legal Information
On 12 June 2019, Traviata II S.à r.l. (the Bidder) published its decision to make a voluntary public takeover offer to the shareholders of Axel Springer SE (the Axel Springer Shareholders) to acquire all shares in Axel Springer SE by way of a voluntary public takeover offer (the Takeover Offer). On 5 July 2019, the Bidder has published the offer document after such publishment was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) as well as further information relating to the Takeover Offer.
On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) dated 12 June 2019 as well as the offer document, press releases and other information regarding the Takeover Offer. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) and other applicable laws in connection with the Takeover Offer. The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover Offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.
Axel Springer Shareholders resident in the United States of America (United States) should note that the Takeover 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 Takeover Offer is being made with respect to United States holders of Axel Springer SE shares in reliance on the so-called “Tier II” exemption. The so-called Tier II exemption permits 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. As a result, the Takeover 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. To the extent that the Takeover Offer is subject to the US securities laws, such laws only apply with respect to Axel Springer Shareholders in the United States and no other person has any claims under such laws.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates) may purchase, or conclude agreements to purchase, shares in Axel Springer SE, directly or indirectly, outside of the scope of the public Takeover Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are convertible into, exchangeable for, or exercisable for shares in Axel Springer SE. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the US Securities Exchange Act of 1934 to the extend applicable. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction and on http://www.traviata-angebot.de/angebot. 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. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
If you are resident in a country outside of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since Axel Springer SE is incorporated in Germany and some or all of its officers and directors may be residents of a country other than your country of residency. You may not be able to sue, in a court in your country of residency, a foreign company or its officers or directors for violations of the laws of your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in your country of residency.
The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Takeover Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
The offer to acquire Axel Springer SE shares is being made solely pursuant to the terms and conditions of the Takeover Offer. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Axel Springer SE and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Takeover Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms and conditions of the Takeover Offer to the extent permitted by law.
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