Voluntary public takeover offer of SCUR-Alpha 269 GmbH (in future: Caesar BidCo GmbH) to the shareholders of CompuGroup Medical SE & Co. KGaA
Disclaimer – Legal Notice
You are attempting to access the area of this website that SCUR-Alpha 269 GmbH (in future: Caesar BidCo GmbH) (the "Bidder") has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all no-par value registered shares in CompuGroup Medical SE & Co. KGaA ("CGM") (the "Takeover Offer").
Shareholders of CGM are requested to read the following legal information and confirm their acknowledgement in order to be redirected to the website containing information regarding the Takeover Offer.
IMPORTANT LEGAL NOTICES
On 9 December 2024, the Bidder published its decision to make a voluntary public takeover offer to the shareholders of CGM (the "CGM Shareholders") to acquire all no-par value registered shares in CGM by way of a Takeover Offer.
The Takeover Offer is being made exclusively pursuant to the laws and regulations of Germany, in particular in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") and the German Regulation on the Content of the Offer Document, the Consideration to be Granted in Takeover Offers and Mandatory Takeover Offers and the Exemption from the Obligation to Publish and Launch a Takeover Offer (WpÜG-Angebotsverordnung – "WpÜG Offer Regulation"), as well as a number of provisions of the securities laws of the United States of America ("United States") applicable to cross-border takeover offers.
In this section of the website, you will find announcements, documents and information (together "Information") regarding the Takeover Offer, including the publication of the decision to launch the Takeover Offer pursuant to section 10 para. 1 in conjunction with sections 29 para. 1, 34 of the WpÜG and further information on the Takeover Offer. Following the approval of publication by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin), the offer document of the Takeover Offer will also be published on this website.
The Takeover Offer relates to shares in a partnership limited by shares (Kommanditgesellschaft auf Aktien – KGaA) incorporated under the laws of Germany and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such a takeover offer. The Takeover Offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any such securities regulator.
CGM Shareholders whose place of residence, seat, or place of habitual abode is in the United States should note that the Takeover Offer is made in respect of securities of a company that 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 Takeover Offer is being made in the United States in reliance on the Tier 2 cross-border exemption from certain requirements of the Exchange Act and is governed principally by disclosure and other regulations and procedures in Germany, which are different from those in the United States. To the extent that the Takeover Offer is subject to U.S. securities laws, such laws only apply to CGM Shareholders whose place of residence, seat, or place of habitual abode is in the United States, and no other person has any claims under such laws.
The Bidder and/or persons acting jointly with the Bidder within the meaning of section 2 para 5 WpÜG and/or their subsidiaries within the meaning of section 2 para 6 WpÜG may acquire, or make arrangements to acquire, CGM Shares in a manner other than pursuant to the Takeover Offer on or off the stock exchange during the Takeover Offer's term, provided that such acquisitions or acquisition arrangements are made outside of the United States, comply with the applicable German statutory provisions, in particular the WpÜG, and provided that the takeover offer price is increased to correspond with any higher consideration paid outside of the Takeover Offer. If such acquisitions take place, information on such acquisitions, including the number of shares of CGM acquired or to be acquired and the consideration paid or agreed, will be published without undue delay in compliance with the laws of the Federal Republic of Germany and the United States (to the extent applicable).
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 Takeover Offer may differ from the basic information described on this website. CGM Shareholders are strongly advised to read the Offer Document as well as all other documents related to the Takeover Offer, as they will contain important information.
For CGM Shareholders whose place of residence, seat, or place of habitual abode is outside of Germany, it may be difficult to enforce rights and claims arising under the laws of the country of their place of residence, seat or place of habitual abode. This is due to the fact that CGM and the Bidder have their registered office in Germany and some or all of their officers and directors may be residents of a country other than the respective CGM Shareholders' country of residence, seat or place of habitual mode. It may not be possible for such CGM Shareholders to sue a foreign company or its officers or directors for violations of the laws applicable in a court in their own country of residence, seat or habitual abode. Furthermore, it may be difficult to compel a foreign company to subject itself to a court judgment issued in the country of residence, seat or habitual abode of the respective CGM Shareholder.
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 applicable provisions of the securities laws of the United States and other applicable laws in connection with the Takeover Offer. The 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 the 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 the Bidder. The 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 Takeover 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 Takeover 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, the 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 Takeover 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 actions to be taken, you should independently seek the advice of an independent financial advisor.