DISCLAIMER - LEGAL NOTICES
Important information on the public delisting acquisition offer by ALBA plc & Co. KG to all shareholders of ALBA SE
You have accessed the website that contains documents and information on the public delisting acquisition offer (the "Delisting Offer") by ALBA plc & Co. KG (the "Bidder") pursuant to the German Securities Acquisition and Takeover Act ("WpÜG") and the German Stock Exchange Act ("BörsG") to the shareholders of ALBA SE ("ALBA ").
Shareholders of ALBA are requested to read the following legal notices and confirm their acknowledgement in order to be redirected to the documents and announcements related to the Delisting Offer.
On 25.09.2024, the Bidder published its decision to offer to the shareholders of ALBA (the "ALBA Shareholders") to acquire all shares in ALBA not directly held by the Bidder (the "ALBA Shares") through the Delisting Offer.
On this website, you will find the notification pursuant to Section 10 para. 1 and para. 3 WpÜG in conjunction with Section 39 para. 2 sentence 3 no. 1 BörsG regarding the decision of the Bidder to launch the Delisting Offer dated 25.09.2024, the offer document of the Bidder – as soon as the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted publication of the offer document – (the "Offer Document’)", the announcements made from time to time pursuant to Section 23 WpÜG, as well as further information requiring publication related to the the Delisting Offer.
This announcement is neither an offer to purchase nor a solicitation of an offer to sell shares in ALBA. The terms and conditions of the Delisting Offer and other provisions concerning the Delisting Offer will be published in the offer document only after the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – ‘BaFin’) has granted permission to publish the offer document. Investors and holders of ALBA Shares are strongly advised to read carefully the offer document and all other documents related to the offer when they are made available, as they will contain important information.
The Delisting Offer is published exclusively under the laws of the Federal Republic of Germany. Each agreement concluded on the basis of the Delisting Offer is exclusively subject to the laws of the Federal Republic of Germany and is to be interpreted in accordance with these.
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 Regulation on the Content of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and Launch an Offer (WpÜG-Angebotsverordnung – "WpÜG Offer Regulation"), the BörsG and certain applicable securities laws of the United States of America (the "United States"). The Delisting Offer is conducted pursuant to the laws of the Federal Republic of Germany, in particular the WpÜG, the WpÜG Offer Regulation, the BörsG and certain applicable securities laws of the United States. The Delisting Offer relates to shares of a European stock corporation (Europäische Aktiengesellschaft) under German law and will be conducted in accordance with the laws of the Federal Republic of Germany and certain applicable securities laws of the United States for the implementation of such offer. The Delisting Offer has not been and 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.
The Bidder and/or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sentences 1 and 3 WpÜG may acquire or make agreements to acquire, ALBA Shares other than in the course of the Delisting Offer on or off the stock exchange prior to, during or after the expiry of the acceptance period of the Delisting Offer, provided that such acquisitions or arrangements to acquire comply with the legal provisions of the Federal Republic of Germany and the United Stated (if and to the extent applicable). Information about such acquisitions or arrangements to acquire will be disclosed, to the extent required, pursuant to Section 23 para. 2 WpÜG. Corresponding information will be published on this website in a non-binding English translation.
To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Delisting Offer for the Company, for those shareholders of the Company who choose not to accept the Delisting Offer or for future financial results of the Company. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
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 agree" 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 CONSENT
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. 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.
Note: Please note that Javascript must be activated in your browser.