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2007-08-30 15:45:27 CEST 2007-08-30 15:45:27 CEST Perlos - Tender offerLITE-ON TECHNOLOGY S PUBLIC TENDER OFFER FOR PERLOS BEGINS ON 3 SEPTEMBER 2007LITE-ON TECHNOLOGY CORPORATION STOCK EXCHANGE RELEASE 30 AUGUST 2007 AT 4.45 P.M. NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, CANADA, JAPAN, AUSTRALIA, HONG KONG OR SOUTH AFRICA. LITE-ON TECHNOLOGY'S PUBLIC TENDER OFFER FOR PERLOS BEGINS ON 3 SEPTEMBER 2007 Lite-On Technology Corporation ("Lite-On") announced on 13 August 2007 a public cash tender offer for all issued and outstanding shares and options of Perlos Corporation ("Perlos" or the "Company"), (the"Tender Offer"). The Tender Offer will be made by Lite-On (Finland) Oy (the "Offeror"), which is a subsidiary of Lite-On. Lite-On has previously published information concerning the Tender Offer in a stock exchange release dated 13 August 2007. The offer consideration for each share is EUR 5.20 in cash provided that the Tender Offer has been validly completed according to the terms and conditions of the Tender Offer document (the "Share Offer Price"). The Share Offer Price represents a premium of 40.5% to the closing price of EUR 3.70 on 10 August 2007, the last trading day prior to the announcement of the Tender Offer on 13 August 2007 (the"Announcement"), and a premium of 23.4% to the volume-weighted average trading price of the shares (EUR 4.21) during the three month period prior to the Announcement. The cash price offered for each validly tendered stock option is as follows: - EUR 1.07 for each option belonging to the 2002A option program - EUR 0.80 for each option belonging to the 2002B option program - EUR 0.04 for each option belonging to the 2002C option program - EUR 1.03 for each option belonging to the 2005A option program - EUR 1.09 for each option belonging to the 2005B option program - EUR 1.67 for each option belonging to the 2005C option program The Tender Offer will begin at 9.30 (Finnish time) on 3 September 2007 and expire at 16.00 (Finnish time) on 5 October 2007 (the "Offer Period"), unless the Tender Offer is extended or suspended in accordance with its terms. The shareholders and option holders may, at any time prior to the expiry of the Offer Period, withdraw their acceptances. The board of directors of Perlos has today issued a statement in which the board of directors recommends the shareholders and holders of option rights to accept the Tender Offer. The board considers the Tender Offer consideration to be fair, based on a fairness opinion it has received from its financial adviser Summa Capital Oy. The completion of the Tender Offer is subject to the satisfaction of the conditions described under section "Terms and Conditions of the Tender Offer - Conditions for Completion of the Tender Offer" of the Tender Offer Document. The Offeror reserves the right to unilaterally waive any such condition of the Tender Offer as permitted by applicable law. Most of the Finnish book-entry account operators will send a notification of the Tender Offer, including instructions and the relevant acceptance form to their customers who are registered as shareholders in the shareholders' register of Perlos. The acceptance must be given in accordance with the instructions and within the time limits provided by the relevant book-entry account operator. Shareholders who do not receive such notification and instructions from their book-entry account operator or asset manager, can contact any branch office of Nordea Bank Finland Plc. ("Nordea") where such shareholders will receive all necessary information and can give their acceptance to the Tender Offer as regards the shares. The Finnish Financial Supervision Authority has today approved the Tender Offer document. The Tender Offer document will be available as of 3 September 2007 at the service centre of the Helsinki Stock Exchange, OMX Way, at Fabianinkatu 14, 00130 Helsinki, Finland, and the Finnish language version of this Tender Offer document will also be available at the offices of Nordea Bank Finland Plc in Finland, and electronically at the internet address www.nordea.fi/sijoita. Disclaimer These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of shares in the United States. This stock exchange release must not be published, released or otherwise distributed in whole or in part in or into the United States, Canada, Japan or Australia. This stock exchange release is neither an offer to purchase nor a solicitation for an offer to sell shares, and the tender offer will not be made directly or indirectly in the United States, Canada, Japan, Australia, Hong Kong or South Africa or any other jurisdiction where such an offer would violate laws of that jurisdiction. This stock exchange release and tender offer will not and may not be distributed, forwarded or transmitted in any way, such as by post, fax, email or telephone, or in any other way to or from areas where it would violate the law. Lite-On Technology Corporation Board of Directors Further information: Andrew Lin Chief Financial Officer Lite-On Technology Corporation +886-2-8798-2888 liteontechpr@liteon.com Joachim Andersson Citi Markets and Banking +44 20 7986 4000 joachim.andersson@citi.com Distribution: OMX Nordic Exchange Helsinki ANNEX: TERMS AND CONDITIONS OF THE TENDER OFFER FROM THE TENDER OFFER DOCUMENT (Capitalised terms and section references have the meanings set forth in the Tender Offer document.) Object of the Tender Offer The Offeror offers to purchase all issued and outstanding Shares and Stock Options in Perlos which are not owned by Perlos or its subsidiaries, subject to the terms and conditions set forth below. Should an Option Holder prior to the expiry of the Offer Period (including any extension or suspension thereof) subscribe for new shares in Perlos in accordance with the terms and conditions of the Stock Options, such Option Holder may, during the Offer Period (including any extension or suspension thereof) tender the new shares in Perlos subscribed by virtue of such Stock Options after the new shares have been registered on the book-entry account of the subscriber. Share Offer Price and Stock Option Offer Prices The Share Offer Price for each Share validly tendered in accordance with the terms and conditions of the Tender Offer, provided that the acceptance has not been validly withdrawn, is EUR 5.20 in cash. The Stock Option Offer Price offered in cash for each Stock Option validly tendered in accordance with the terms and conditions of the Tender Offer, provided that the acceptance has not been validly withdrawn, is as follows: EUR 1.07 for each 2002A Stock Option; EUR 0.80 for each 2002B Stock Option; EUR 0.04 for each 2002C Stock Option; EUR 1.03 for each 2005A Stock Option; EUR 1.09 for each 2005B Stock Option; and EUR 1.67 for each 2005C Stock Option. The Share Offer Price and the Stock Option Offer Prices have been determined on the basis that the number of Shares is 52,937,148 and that the number of Stock Options is 1,750,000. In case the number of Shares is increased or Perlos issues any rights entitling to Shares in accordance with Chapter 10 of the Companies Act prior to the Completion Date (as defined below under section "Completion of the Tender Offer, Payment and Settlement"), and the consideration paid to Perlos for the Shares or rights entitling to Shares exceeding the above-mentioned number of Shares is below the Share Offer Price, the Offeror is entitled to adjust the Share Offer Price and the Stock Option Offer Prices accordingly. If prior to or at the Completion Date (as defined below under section"Completion of the Tender Offer, Payment and Settlement") the General Meeting of Shareholders of Perlos makes a decision to distribute dividends or other assets in accordance with Chapter 13 Section 1 of the Companies Act, to which a Shareholder who has accepted the Tender Offer is entitled, an amount equal to the dividend or distribution of assets per Share will be deducted from the Share Offer Price. Offer Period The Offer Period commences on 3 September 2007 at 9.30 (Finnish time) and expires on 5 October 2007 at 16.00 (Finnish time), unless the Offer Period is extended or suspended. Until all the Conditions for Completion (as defined below) have been satisfied or waived in accordance with the terms and conditions of the Tender Offer, the Offeror may extend the Offer Period for a period of time to be determined later. The maximum duration of the Offer Period (including any extended periods) is ten (10) weeks. However, if the Conditions for Completion have not been satisfied due to a particular obstacle referred to in the FSA Standard 5.2c, such as for example pending merger control proceedings, the Offeror may extend the Offer Period beyond ten (10) weeks until such obstacle is removed and the Offeror has had a reasonable time to respond to the situation. In such event the date of the expiry of the extended Offer Period will be published at least two (2) weeks prior to such expiry. The Offeror reserves the right to extend the Offer Period in accordance with Chapter 6, Section 8 of the Securities Markets Act should a competing tender offer be published by a third party during the Offer Period (including any extension thereof). The Offeror will announce a possible extension of the Offer Period (including any extension or suspension thereof) at the latest in a stock exchange release in connection with the announcement of the preliminary result in accordance with section "Announcement of the Result" below. Should all the Conditions for Completion be satisfied or waived by the Offeror prior to the expiry of the Offer Period or the extended Offer Period, the Offeror may suspend the Offer Period or the extended Offer Period and execute the sale and purchase of the Shares and Stock Options validly tendered and not properly withdrawn. The Offer Period will, however, last for a minimum of three (3) weeks. The Offeror will announce the decision on the suspension of the Offer Period or the extended Offer Period without undue delay after such decision has been made and, in any case, no later than two (2) weeks prior to the expiry of the Offer Period or the extended Offer Period as a result of such decision to suspend the Offer Period or the extended Offer Period. If the Offeror suspends the Offer Period or the extended Offer Period, the Offer Period or the extended Offer Period will expire on such earlier date and at such earlier time announced by the Offeror. The acceptance of the Tender Offer must be received by the recipient, as described below in section "Acceptance Procedure", prior to the expiry of the Offer Period or the extended or suspended Offer Period. Conditions for Completion of the Tender Offer The obligation of the Offeror to consummate the Tender Offer is conditional upon the satisfaction or prior waiver by the Offeror in writing, on or prior to the Completion Date (as defined below under section "Completion of the Tender Offer, Payment and Settlement"), of the following conditions (the "Conditions for Completion"): (a) the Tender Offer is validly accepted to such an extent that upon completion of the purchases pursuant to the Tender Offer the Offeror becomes the owner of a number of the Shares and the Stock Options representing in aggregate more than ninety (90) percent of all issued shares and votes in Perlos before as well as after dilution resulting from the exercise of Stock Options; (b) that all consents, approvals, authorisations and registrations required to be obtained from the applicable governmental entities to consummate the Tender Offer, including but not limited to approvals by the relevant competition and antitrust authorities, have been obtained; (c) that any waiting period (and any extension thereof) applicable to the consummation of the Tender Offer under any competition, merger control or similar law shall have expired or been terminated; and (d) the Combination Agreement between Lite-On and Perlos has not been terminated and remains in force. The grounds for termination of the Combination Agreement are set forth in section 6.1 of such agreement, see Appendix A of this Tender Offer Document. To the extent permitted by applicable laws, the Offeror may waive any of the aforementioned Conditions for Completion which have not been satisfied. If all the Conditions for Completion have been satisfied or the Offeror has waived the requirement for the satisfaction of all or some of them on the Completion Date at the latest, the Offeror will consummate the Tender Offer in accordance with its terms and conditions after the termination of the Offer Period by purchasing the Shares and Stock Options and paying the Share Offer Price and Stock Option Offer Prices to the Shareholders and Option Holders who have validly accepted the Tender Offer. If all Conditions for Completion have been satisfied (or, to the extent permitted by law, the Offeror has waived the requirement for the satisfaction) during the Offer Period (including any extension or suspension thereof), the Offeror will announce the aforementioned by a stock exchange release without undue delay. The Tender Offer will be completed after the expiry of the Offer Period (including any extension or suspension thereof) in accordance with the section"Completion of the Tender Offer, Payment and Settlement". Obligation to Increase the Tender Offer or to Pay Compensation The Offeror reserves the right to acquire Shares and Stock Options in public trading on the Helsinki Stock Exchange during the Offer Period. If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Securities Markets Act acquires, before the expiry of the Offer Period, Shares or Stock Options at a higher price than the Share Offer Price or the respective Stock Option Offer Prices or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must according to Chapter 6, Section 13 of the Securities Markets Act amend the terms and conditions of the Tender Offer to correspond to this acquisition on more favorable terms (obligation to increase the offer). The Offeror shall then, without delay, announce the triggering of the obligation to increase the offer and pay, in connection with the completion of the Tender Offer, the difference between the acquisition on more favorable terms and the consideration offered in the Tender Offer to the holders of securities who have accepted the Tender Offer. If the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Securities Markets Act acquires, during the nine (9) months following the expiry of the Offer Period, Shares or Stock Options in Perlos at a higher price than the Share Offer Price or the respective Stock Option Offer Prices or otherwise on terms that are more favorable than those of the Tender Offer, the Offeror must according to Chapter 6, Section 13 of the Securities Markets Act compensate those holders of securities who have accepted the Tender Offer for the amount equal to the difference between the acquisition on more favorable terms and the consideration offered in the Tender Offer (obligation to compensate). The Offeror shall then, without delay, announce the triggering of the obligation to compensate and pay the difference between the acquisition on more favorable terms and the consideration offered in the Tender Offer within one (1) month after the triggering of the obligation to compensate to the holders of securities who have accepted the Tender Offer. According to Chapter 6, Section 13, Subsection 5 of the Securities Markets Act, the obligation to compensate shall, however, not be triggered in case the payment of a higher price than the Share Offer Price or the Stock Option Offer Price is based on an arbitral award pursuant to the Companies Act, provided that the Offeror or any party referred to in Chapter 6, Section 10, Subsection 2 of the Securities Markets Act has not offered to acquire Shares or Stock Options on terms that are more favorable than those of the Tender Offer prior to or during the arbitral proceedings. Acceptance Procedure Shares Most Finnish account operators will send a notice of the Tender Offer, instructions related thereto and an acceptance form to such Shareholders who are customers of the account operator and registered in Perlos' shareholders' register. Should any Shareholders not receive instructions or an acceptance form from their account operator (e.g. the Finnish Central Securities Depository), the Shareholders may contact any Nordea office in Finland, where such Shareholders will receive all required information and may give their acceptance to the Tender Offer. The Tender Offer may be accepted by a Shareholder registered during the Offer Period in Perlos' shareholders' register. Acceptance of the Tender Offer must be provided separately for each book-entry account. The Shareholders may only approve the Tender Offer unconditionally and with respect to all Shares which are on the book-entry accounts mentioned in the Shareholder's acceptance form at the time of the completion trade of the Shares, however subject to the right to withdraw the Shares tendered in accordance with the terms and conditions of the Tender Offer. The Offeror may reject any partial tender of such Shares. An acceptance given within the Offer Period is also valid until the end of an extended Offer Period. The Shareholders whose Shares are nominee-registered and who wish to accept the Tender Offer shall provide their acceptance in accordance with the instructions given by the administrator managing the nominee registration. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these Shareholders. Pledged Shares may only be tendered with the consent of the relevant pledgee. The obtaining of such consent is the responsibility of the Shareholder in question. The pledgee's consent must be delivered to the account operator in writing. All Shareholders who accept the Tender Offer must give their acceptance to the account operator that manages their book-entry account according to the instructions and within the time limit given by the account operator or, if the account operator in question will not receive the acceptance (e.g. customers to the Finnish Central Securities Depository), a Shareholder can contact any Nordea office in Finland to give his/her acceptance. The Offeror reserves the right to reject any acceptances that have been completed erroneously or deficiently. The acceptance shall be submitted so that it will be received within the Offer Period (including any extension or suspension thereof), however, in accordance with instructions given by the account operator. An account operator may request a Shareholder to deliver the acceptance prior to the expiry of the Offer Period. Shareholders can deliver the acceptance forms in the way they prefer at their own responsibility. The delivery of the acceptances will, however, be deemed made only when actually received by such account operator or Nordea. Those Shareholders who have validly accepted the Tender Offer are not permitted to sell or otherwise dispose of the tendered Shares. By accepting the Tender Offer the Shareholders authorise Nordea or their account operator to enter into their book-entry account transfer restrictions or a sales reservation with respect to the Shares. Furthermore, the Shareholders who accept the Tender Offer authorise Nordea, or their account operator, to perform any other necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all Shares held by the Shareholder at the time of the completion trades to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the completion trades or the clearing of the Tender Offer, the sales reservation or the transfer restriction on the right of disposal will be revoked and a cash consideration will be paid to the Shareholder. Stock Options Most Finnish account operators will send a notice of the Tender Offer, instructions related thereto and an acceptance form to such Option Holders who are customers of the account operator. Should any Option Holders not receive instructions or an acceptance form from their account operator (e.g. the Finnish Central Securities Depository), the Option Holders may contact any Nordea office in Finland, where such Option Holders will receive all required information and may give their acceptance to the Tender Offer. Acceptance of the Tender Offer must be provided separately for each book-entry account. The Option Holders may only approve the Tender Offer unconditionally and with respect to all Stock Options that are in the book-entry accounts mentioned in the Option Holder's acceptance form at the time of the completion trade of the Stock Options, however subject to the right to withdraw the Stock Options tendered in accordance with the terms and conditions of the Tender Offer. The Offeror may reject any partial tender of such Stock Options. An acceptance given within the Offer Period is also valid until the end of an extended Offer Period. The Option Holders whose Stock Options are nominee-registered and who wish to accept the Tender Offer shall provide their acceptance in accordance with the instructions given by the administrator managing the nominee registration. The Offeror will not send an acceptance form or any other documents related to the Tender Offer to these Option Holders. Pledged Stock Options may only be tendered with the consent of the relevant pledgee. The obtaining of such consent is the responsibility of the Option Holder in question. The pledgee's consent must be delivered to the account operator in writing. All Option Holders who accept the Tender Offer must give their acceptance to the account operator that manages their book-entry account according to the instructions and within the time limit given by the account operator or, if the account operator in question will not receive the acceptance (e.g. customers to the Finnish Central Securities Depository), an Option Holder can contact any Nordea office in Finland to give his/her acceptance. The Offeror reserves the right to reject any acceptances that have been completed erroneously or deficiently. The acceptance shall be submitted so that it will be received within the Offer Period (including any extension or suspension thereof), however, in accordance with instructions given by the account operator. An account operator may request an Option Holder to deliver the acceptance prior to the expiry of the Offer Period. Option Holders can deliver the acceptance forms in the way they prefer at their own responsibility. The delivery of the acceptances will, however, be deemed made only when actually received by such account operator or Nordea. Those Option Holders who have validly accepted the Tender Offer are not permitted to sell, convert into Shares or otherwise dispose of the tendered Stock Options. By accepting the Tender Offer the Option Holders authorise Nordea or their account operator to enter into their book-entry account transfer restrictions or a sales reservation with respect to the Stock Options. Furthermore, Option Holders who accept the Tender Offer authorise Nordea, or their account operator, to perform any other necessary entries and undertake any other measures needed for the technical execution of the Tender Offer, and to sell all Stock Options held by the Option Holder at the time of the completion trades to the Offeror in accordance with the terms and conditions of the Tender Offer. In connection with the completion trades or the clearing of the Tender Offer, the sales reservation or the transfer restriction on the right of disposal will be revoked and a cash consideration will be paid to the Option Holder. Stock Options which have not been transferred into the book-entry system Nordea will send a notification of the Tender Offer, including instructions and the relevant acceptance forms, to the Option Holders whose Stock Options have not been transferred into the book-entry system. Such Option Holders should follow the relevant instructions relating to the acceptance or withdrawal of acceptance of the Tender Offer with respect to the relevant Stock Options. Withdrawal Rights The acceptance of the Tender Offer may be withdrawn by a Shareholder or an Option Holder at any time prior to the expiry of the Offer Period (including any extension or suspension thereof). The proper withdrawal of the acceptance requires that a written notice of withdrawal is submitted to the same account operator to whom the acceptance concerning the Shares and/or Stock Options in question was submitted. In case the acceptance was submitted to Nordea, also the notice of withdrawal must be submitted to Nordea. In case of holdings that are registered in the name of a nominee, the Shareholder or the Option Holder shall instruct the respective nominee to submit the notice of withdrawal. If a Shareholder or Option Holder properly withdraws his/her acceptance of the Tender Offer, any transfer restriction or sales reservation registered on the tendered Shares and/or Stock Options on the relevant book-entry account will be removed as soon as possible and within approximately three (3) Finnish banking days following the receipt of a notice of withdrawal in accordance with the terms and conditions of the Tender Offer. A Shareholder or an Option Holder who has withdrawn his/her acceptance of the Tender Offer may renew the acceptance within the Offer Period (including any extension or suspension thereof) in accordance with the procedure described in section "Acceptance Procedure" above. The Shareholder or the Option Holder who withdraws his/her acceptance shall be liable to pay any fees which the account operator managing the relevant book-entry account or the nominee may charge for withdrawals. Announcement of the Result The preliminary result of the Tender Offer will be announced by a stock exchange release on or about the first (1st) Finnish banking day following the expiry of the Offer Period (including any extension or suspension thereof). In connection with the announcement of the preliminary result, it will be announced whether the Tender Offer will be completed or the Offer Period extended. The final result of the Tender Offer will be notified on or about the fifth (5th) Finnish banking day following the expiry of the Offer Period (including any extension or suspension thereof). In the announcement of the final result the Offeror will confirm the percentage of the Shares and Stock Options which have been validly tendered and not properly withdrawn. Completion of the Tender Offer, Payment and Settlement The sale and purchase of the Shares will be executed with respect to all Shareholders who have validly accepted the Tender Offer and not withdrawn their acceptances no later than on the fifth Finnish (5th) banking day following the expiry of the Offer Period (including any extension or suspension thereof) (the "Completion Date"). If possible, the completion trades of Shares will be executed on the Helsinki Stock Exchange. Otherwise, the completion trades of Shares will be executed outside the Helsinki Stock Exchange. The completion trades will be settled on or about the third (3rd) Finnish banking day following the Completion Date (the "Settlement Date"). If possible, the completion trades of the Stock Options listed on the Helsinki Stock Exchange will be executed on the Helsinki Stock Exchange. Otherwise the completion trades of the Stock Options will be executed outside the Helsinki Stock Exchange. The Completion Date and the Settlement Date of the completion trades of Shares apply also to the completion trades of the Stock Options, however so that the Completion Date and the Settlement Date of completion trades of such Stock Options which have not been transferred to the book-entry system is on or about the eighth (8th) Finnish banking day following the expiry of the Offer Period (including any extension or suspension thereof). The Share Offer Price will be paid on the Settlement Date to a Shareholder who has validly accepted the Tender Offer, into the management account of a book-entry account. The relevant Stock Option Offer Price will be paid on the Settlement Date to an Option Holder who has validly accepted the Tender Offer into the management account of a book-entry account or, if the Stock Options have not been transferred into the book-entry system, into the bank account defined in the acceptance form. If the bank account of a Shareholder or an Option Holder is at a different bank than the Shareholder's or Option Holder's book-entry account where applicable, the Share Offer Price or the Stock Option Offer Price will be paid into such bank account at the latest on or about two (2) banking days later in accordance with the schedule for payment transactions between financial institutions. Transfer of Title Title to the Shares and Stock Options validly tendered and not properly withdrawn in the Tender Offer will pass to the Offeror on the Settlement Date against payment of the Share Offer Price or Stock Option Offer Price by the Offeror to the tendering Shareholder or Option Holder, as applicable. Transfer Tax and Other Payments The Offeror will pay the Finnish transfer tax, if any, payable on the sale and purchase of the Shares and Stock Options. Each Shareholder and Option Holder is liable for payments which, based on an agreement made with the Shareholder or the Option Holder, the account operator may charge, and for the fees and commissions charged by account operators, custodians, administrators of nominee registered Shares or Stock Options or other parties related to the release of collateral or the revoking of any other restrictions preventing the sale of Shares or Stock Options. Fees relating to a withdrawal of a tender by a Shareholder or an Option Holder will be borne by the Shareholder or the Option Holder. The Offeror is liable for other customary costs related to the registration of entries in the book-entry system, the execution of trades of Shares and Stock Options in accordance with the Tender Offer, and the payment of the Share Offer Price and the Stock Option Offer Price. Other Matters The Offeror reserves the right to amend the terms and conditions of the Tender Offer in accordance with Chapter 6, Section 7 of the Securities Markets Act. The Tender Offer Document and the Tender Offer shall be governed by Finnish law and any disputes relating thereto shall be settled exclusively in a Finnish court of law. The Tender Offer is not being made, directly or indirectly, in any jurisdiction where prohibited by applicable law and this Tender Offer Document and related acceptance forms are not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law by any means whatsoever including, without limitation, mail, e-mail, telefax or telephone. The Offeror will decide on all other matters relating to the Tender Offer, subject to the requirements of applicable laws. Disclaimer These materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the U.S. Securities Act of 1933, as amended. The issuer of the shares has not registered, and does not intend to register, any portion of the offering in the United States and does not intend to conduct a public offering of shares in the United States. The Tender Offer is not being made in any other jurisdiction where prohibited by applicable law and this Tender Offer Document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitations, facsimile transmission, telex, telephone or the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of the United States, Canada, Japan, Australia, Hong Kong or South Africa. The Tender Offer cannot be accepted by any such use, means or instrumentality or from within the United States, Canada, Japan, Australia, Hong Kong or South Africa. |
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