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Voluntary public takeover offer of PKG Schürfeld GmbH to the shareholders of
SURTECO GROUP SE
Disclaimer – Legal Notices
You have entered the website which PKG Schürfeld GmbH (the Bidder) has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares in SURTECO GROUP SE (the Target) (the Takeover Offer).
Shareholders of the Target 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 1 March 2021, the Bidder published its decision to offer the shareholders of the Target (the Surteco-Shareholders) to acquire all of the no-par value shares in the Target held by them (Surteco-Shares) by way of a voluntary public takeover offer (the Offer or the Takeover Offer).
On 9 April 2021, the Bidder published the Offer Document for the Takeover Offer after having obtained the approval of the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin).
On the following pages you will find in particular 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 1 March 2021, the Offer Document authorized by BaFin on 9. April 2021 as well as mandatory publications pursuant to section 23 WpÜG and other information in connection with 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 Bidder and the persons acting in concert with the Bidder within the meaning of Section 2 para. 5 WpÜG and their Subsidiaries do not assume any obligation to update the information and documents provided, unless required by law.
The Takeover Offer to the Surteco-Shareholders for the acquisition of all Surteco-Shares will be implemented solely in accordance with German law, in particular the provisions of the WpÜG, and certain applicable securities law provisions of the United States of America (the United States) and Canada.
Surteco-Shareholders whose place of resident, incorporation or place of habitual abode is in the United States should note that the Takeover Offer will be made in respect of securities of a company which is a foreign private issuer as defined by the Securities Exchange Act of 1934, as amended (the U.S. Exchange Act) and the shares of which are not registered under Section 12 of the U.S. Exchange Act. The Takeover Offer is being made in the United States pursuant to the so-called Tier 1 exemption from certain requirements of the U.S. Exchange Act and is generally subject to the disclosure and other requirements and procedures of the Federal Republic of Germany, which differ from the requirements and procedures in the United States.
Pursuant to Rule 14e-5(b) (10) of the U.S: Exchange Act, the Bidder may, during the term of the Takeover Offer, acquire Surteco-Shares other than through the Offer on the stock market or off-market or may conclude corresponding acquisition agreements, provided that this is done in accordance with the applicable German laws, in particular the WpÜG. Information on corresponding acquisitions or acquisition agreements will be published in accordance with Section 23 para. 2 WpÜG. Corresponding information will also be published in the form of a non-binding English translation on this website.
The making of the Takeover Offer in Canada is exempt from the formal takeover offer and other requirements of Canadian securities laws. No securities commission or similar authority in Canada has reviewed or in any way passed upon this Offer Document or the related materials provided in connection with the Takeover Offer. Surteco-Shareholders in a province or territory of Canada or otherwise subject to the securities laws of a province or territory of Canada (Canadian Shareholders) are advised that this Offer Document and the related materials provided in connection with the Takeover Offer have been prepared in accordance with securities laws, stock exchange rules and other legal requirements of non-Canadian jurisdictions. Information contained within this Offer Document and the related materials provided in connection with the Takeover Offer has not been prepared with regard to matters that may be of particular concern to Canadian Shareholders and may not be comparable to information that would be contained in take-over offer materials prepared in accordance with Canadian securities laws, stock exchange rules and other legal requirements. Accordingly, Canadian Shareholders should consult with their own legal, financial and tax advisers concerning such information and the implications of the Takeover Offer in their particular circumstances.
If you are residing in a country outside of the Federal Republic of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since the Target and the Bidder are incorporated in the Federal Republic of Germany and some or all of their officers and directors may be residents of a country other than your country of residency. You may not be able to sue a foreign company or its officers or directors for violations of the laws of your country of residency in a court in 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 of your country of residency.
The execution of the Takeover Offer according to the provisions of legal jurisdictions other than the ones mentioned does not take place and is not intended. Accordingly, the Bidder and the persons acting in concert with the Bidder within the meaning of Section 2 para. 5 WpÜG and their Subsidiaries have neither applied for nor arranged for any announcements, registrations, approvals or authorizations of the Takeover Offer and/or the Offer Document containing the Takeover Offer outside the Federal Republic of Germany. The Bidder and persons acting in concert with the Bidder within the meaning of Section 2 para. 5 WpÜG and their Subsidiaries therefore assume no responsibility for compliance with legal provisions other than German legal provisions or legal provisions other than the applicable legal provisions of the United States and Canada.
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, the United States and Canada 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. Neither the Bidder nor persons acting in concert with the Bidder within the meaning of Section 2 para. 5 WpÜG and their Subsidiaries have given their 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, the United States and Canada. The Bidder, and the persons acting in concert with it within the meaning of section 2 para. 5 WpÜG and its subsidiaries, are not obliged to ensure and do not assume any liability that the publication, dispatch, distribution or dissemination of the Offer Document and 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, the United States and Canada is in compliance with the respective local legal provisions.
Any liability of the Bidder and persons acting in concert with the Bidder within the meaning of Section 2 para. 5 WpÜG and their Subsidiaries for non-compliance with statutory provisions by third parties is expressly excluded.
Announcements on this website do not contain an invitation to submit an offer for the sale of shares in the Target. With the exception of an Offer Document, announcements on this website also do not constitute an offer to purchase shares in the Target.
The Takeover Offer published on this website is made solely on basis of the terms and conditions set out in the Offer Document, which has been authorized by BaFin.
Announcements or information on, or accessible through, the Website may contain statements about the Bidder or the Target that may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Bidder cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the sector in which the Bidder and/or the Target operate and the outcome or impact of the proposed acquisition on the Bidder and/or the Target may differ materially from those made in or suggested by the forward-looking statements contained in announcements or information on, or accessible through, the Website. These expectations or any forward-looking statements could prove to be incorrect, and outcomes usually cannot be influenced by the Bidder or the persons acting in concert with the Bidder. It should be kept in mind that actual events or consequences may differ materially from expectations.
By selecting the “I confirm” button, you warrant that you have read and understood the legal notice above.