EANS-Adhoc
Opal BidCo GmbH / Announcement of the decision to make a voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) pursuant to section 10 para. 1 in conjunction - Seite 2
the internet at
http://www.ams-osram.de.
The offer document for the Offer will also be published by way of a notice of
availability in the German Federal Gazette (Bundesanzeiger) and will be
accessible on the website of the German Federal Financial Supervisory Authority
(Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin").
Important notice:
This announcement is neither an offer to purchase nor a solicitation of an offer
to sell OSRAM Shares. The terms and further provisions regarding the Takeover
Offer by Opal BidCo to the shareholders of OSRAM Licht AG will be set forth in
the offer document which will be published following approval of its publication
by the German Federal Financial Supervisory Authority (Bundesanstalt für
Finanzdienstleistungsaufsicht). Holders of OSRAM Shares are strongly recommended
to read any such offer document and to seek independent advice, where
appropriate, in relation to the matters therein. Moreover, this announcement is
neither an offer to sell nor a solicitation of an offer to purchase shares in
ams AG.
The release, publication or distribution of this announcement in certain
jurisdictions other than the Federal Republic of Germany and Switzerland may be
restricted by law. Persons who are resident in, or are subject to, other
jurisdictions should inform themselves of, and observe, any applicable
requirements.
The Takeover Offer will be made in the United States of America in reliance on,
and compliance with, Section 14(e) of the US Securities Exchange Act of 1934
(the "Exchange Act") and Regulation 14E thereunder, as exempted thereunder by
Rule 14d-1(d).
To the extent permissible under applicable law or regulation, and in accordance
with German market practice, Opal BidCo or brokers acting on its behalf may,
outside of the United States of America and in compliance with applicable law,
from time to time make certain purchases of, or arrangements to purchase,
directly or indirectly, OSRAM Shares or any securities that are immediately
convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than
pursuant to the Offer, before, during or after the period in which the Takeover
Offer will remain open for acceptance. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases would be disclosed as required by
law or regulation in Germany or other relevant jurisdictions.
The shares of ams AG have not been and will not be registered under the U.S.
jurisdictions other than the Federal Republic of Germany and Switzerland may be
restricted by law. Persons who are resident in, or are subject to, other
jurisdictions should inform themselves of, and observe, any applicable
requirements.
The Takeover Offer will be made in the United States of America in reliance on,
and compliance with, Section 14(e) of the US Securities Exchange Act of 1934
(the "Exchange Act") and Regulation 14E thereunder, as exempted thereunder by
Rule 14d-1(d).
To the extent permissible under applicable law or regulation, and in accordance
with German market practice, Opal BidCo or brokers acting on its behalf may,
outside of the United States of America and in compliance with applicable law,
from time to time make certain purchases of, or arrangements to purchase,
directly or indirectly, OSRAM Shares or any securities that are immediately
convertible into, exchangeable for, or exercisable for, OSRAM Shares, other than
pursuant to the Offer, before, during or after the period in which the Takeover
Offer will remain open for acceptance. These purchases may occur either in the
open market at prevailing prices or in private transactions at negotiated
prices. Any information about such purchases would be disclosed as required by
law or regulation in Germany or other relevant jurisdictions.
The shares of ams AG have not been and will not be registered under the U.S.
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