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Public delisting tender offer by Mosel Bidco SE to the shareholders of
Disclaimer – Legal notice
You are attempting to access the area of this website that Mosel Bidco SE ("Bidder") has designated for the publication of documents and information in connection with the public delisting tender offer ("Delisting Offer") to acquire all no-par value registered shares in Software Aktiengesellschaft ("SAG").
Shareholders of SAG are requested to read the following legal information and confirm their acknowledgement in order to be redirected to the website containing information regarding the Delisting Offer.
IMPORTANT LEGAL NOTICES
On 18 December 2023, Bidder published its decision to make a public delisting tender offer to the shareholders of SAG ("SAG Shareholders") to acquire all no-par value registered shares in SAG by way of a Delisting Offer.
In this section of the website you will find announcements, documents and information (together "Information") regarding the Delisting Offer, including the publication of the decision to launch the Delisting Offer pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") in conjunction with section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz – "BörsG") as well as the offer document of the Delisting Offer ("Offer Document"), the publication of which was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) on 26 January 2024, and further information on the Delisting Offer.
The Delisting Offer relates to shares in a German stock corporation (Aktiengesellschaft) which are traded, inter alia, on the Frankfurt Stock Exchange. The Delisting Offer is subject to the statutory provisions of the Federal Republic of Germany as well as to certain provisions on cross-border takeover offers under the securities laws of the United States of America (the "United States").
SAG Shareholders resident in the United States should note that the Delisting Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. 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 Delisting Offer is principally governed by applicable laws, regulations and procedures of the Federal Republic of Germany, which are different from those of the United States.
Bidder reserves the right, to the extent permitted by law, to directly or indirectly acquire additional shares of SAG outside the Delisting Offer on or off the stock exchange, provided that such acquisitions or arrangements to acquire are not made in the United States, will comply with the applicable German statutory provisions, in particular the WpÜG and the BörsG, and the Offer Price is increased in accordance with the WpÜG, to match any consideration paid outside of the Offer if higher than the Offer Price. If such acquisitions take place, information on such acquisitions, including the number of shares of SAG acquired or to be acquired and the consideration paid or agreed, will be published without undue delay if and to the extent required under the laws of the Federal Republic of Germany, the United States or any other relevant jurisdiction.
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN ASPECTS BEFORE YOU CAN ACCESS THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE AVAILABLE TO, ANY PERSON WHO RESIDES IN ANY JURISDICTION WHERE DOING SO WOULD BE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION.
THE INFORMATION IS PROVIDED IN GOOD FAITH AND IS INTENDED FOR INFORMATIONAL PURPOSES AND TO COMPLY WITH APPLICABLE LAWS AND REQUIREMENTS, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW. THE INFORMATION IS NOT INTENDED TO CONSTITUTE, AND DOES NOT CONSTITUTE, AN OFFER OR PART OF AN OFFER TO SELL OR OTHERWISE DISPOSE OF ANY SECURITIES, OR AN INVITATION OR SOLICITATION OF AN OFFER TO PURCHASE OR OTHERWISE ACQUIRE ANY SECURITIES. PERSONS SEEKING ACCESS TO THIS SECTION OF THE WEBSITE CONFIRM AND WARRANT TO BIDDER THAT THEY ARE DOING SO FOR INFORMATIONAL PURPOSES ONLY.
The final terms of the Delisting Offer may differ from the basic information described on this website. SAG Shareholders are strongly advised to read the Offer Document as well as all other documents related to the Delisting Offer, as they will contain important information.
To the extent that SAG Shareholders are domiciled outside Germany they may face difficulties in enforcing rights and claims arising under a law other than the law of their country of domicile, as SAG has its registered office in Germany and some or all of its executives and members of its corporate bodies may be domiciled in a country other than the country of domicile of the SAG Shareholders concerned. SAG Shareholders may not be able to sue a foreign company or its executives or members of its corporate bodies in a court in the country of residence of the SAG Shareholders concerned on the basis of violations of laws in the country of residence of the respective SAG Shareholders. Furthermore, difficulties may arise in enforcing a foreign company and its affiliates to submit to a court judgment rendered in the country of residence of the SAG Shareholders.
All Information contained on and accessible through this website is provided solely for information purposes and to comply with the provisions of the WpÜG, the WpÜG Offer Regulation (WpÜG-Angebotsverordnung), the BörsG, the applicable provisions of the securities laws of the United States and other applicable laws in connection with the Delisting Offer. Bidder does not assume any obligation to update the information and documents provided, unless required by law. EVERY PERSON SEEKING TO ACCESS THIS SECTION OF THE WEBSITE CONFIRMS AND WARRANTS THAT SHE OR HE ONLY DOES SO FOR INFORMATIONAL PURPOSES ONLY.
BASIS FOR ACCESS TO INFORMATION
Please read this notice carefully before clicking "I confirm" or "I do not confirm" at the bottom of this page. This notice applies to all persons viewing this section of the website and, depending on where they reside, may affect their rights. This notice may be amended or updated by Bidder from time to time and should be read carefully and in its entirety each time you visit this website. Further, the content of this website and its accessibility to certain persons may be changed in whole or in part at any time at the sole discretion of Bidder. Bidder assumes no responsibility or duty to update the Information (except to the extent such duty arises under law or regulation). For regulatory reasons, we must ensure that you are aware of the relevant regulations for the country in which you are located. To be allowed to view details of the Delisting Offer, you must read the following information and then click "I confirm". If you are unable to confirm, you should click "I do not confirm" and you will not be able to see any such details.
The Information is not intended for publication or distribution, directly or indirectly, in any jurisdiction where it would be unlawful to do so. The Information is not intended to constitute, and does not constitute, an offer to sell or the solicitation of an offer to buy or subscribe for any securities, nor does it constitute a solicitation of any vote in connection with the securities that are the subject of the Delisting Offer, in any jurisdiction in which such offer, solicitation or invitation is unlawful, nor shall there be any sale, issuance or transfer of securities in violation of applicable law in any jurisdiction in which such offer, solicitation or invitation is unlawful. The Information may not be downloaded or accessed by any person from or in any jurisdiction in which it would or might constitute a violation of any applicable law or regulation. By clicking on the "I confirm" box below, you confirm that you will not transmit, transfer, display or distribute the Information to any person (in any form, including electronic transmission). In particular, you represent that you will not forward or transmit the Information, in whole or in part, to any person in any jurisdiction where such distribution may be restricted by applicable law. Failure to comply with such restrictions may constitute a violation of the laws and/or regulations of such jurisdiction.
CONFIRMATION OF UNDERSTANDING AND DECLARATION OF ACCEPTANCE
By clicking "I confirm" at the bottom of this page, you acknowledge that you have read the terms of this notice. If you click "I do not confirm", we will not be able to provide you with access to the Information and you will be redirected. Subject to any ongoing obligations under applicable law or applicable regulatory requirements, Bidder disclaims any obligation to publish any updates or revisions after the date of publication of any document or announcement on this website relating to the Delisting Offer, including any changes in expectations or events, conditions or circumstances on which such statements are based. If you are in any doubt about the contents of this section of the website or the action to be taken, you should independently seek the advice of an independent financial advisor.