Accordingly, copies of this announcement and all documents
relating to the Offer are not being, and must not be, directly or
indirectly, mailed, transmitted or otherwise forwarded, distributed
or sent in, into or from any Restricted Jurisdiction and persons
receiving this announcement (including, without limitation, agents,
nominees, custodians and trustees) must not distribute, send or
mail it in, into or from such jurisdiction. Any person (including,
without limitation, any agent, nominee or trustee) who has a
contractual or legal obligation, or may otherwise intend, to
forward this announcement and/or the Offer Document and/or any
other related document to a jurisdiction outside the United
Kingdom, Luxembourg or the United States should inform themselves
of, and observe, any applicable legal or regulatory requirements of
their jurisdiction.
Notice to US holders of AZ Shares
The Offer is being made in the United States pursuant to Section
14(e) and Regulation 14E under the Exchange Act and otherwise in
accordance with the requirements of the Code. Accordingly, the
Offer is subject to disclosure and other procedural requirements,
including with respect to withdrawal rights, offer timetable,
settlement procedures and timing of payments, that are different
from those applicable under US domestic tender offer procedures and
law.
The Offer is being made for the securities of a Luxembourg
company with a listing on the London Stock Exchange. The Offer is
subject to UK disclosure requirements, which are different from
certain United States disclosure requirements. The financial
information on the AZ Group included in the Offer Document has been
prepared in accordance with IFRS and the financial information on
the Merck Group included in the Offer Document has been prepared in
accordance with IFRS, thus neither may be comparable to financial
information of US companies or companies whose financial statements
are prepared in accordance with generally accepted accounting
principles in the United States.
The receipt of cash pursuant to the Offer by a US holder of AZ
Shares may be a taxable transaction for US federal income tax
purposes and under applicable US state and local, as well as
foreign and other, tax laws. Each AZ Shareholder is urged to
consult his independent professional adviser immediately regarding
the tax consequences of accepting the Offer. Furthermore, the
payment and settlement procedure with respect to the Offer will
comply with the relevant United Kingdom rules, which differ from
the United States payment and settlement procedures, particularly
with regard to the date of payment of consideration.
The Offer will be made in the United States by Bidco and no one
else. Neither BofA Merrill Lynch nor Rothschild nor Goldman Sachs
International nor UBS Limited, nor any of their respective
affiliates, is or will be making the Offer in the United
States.
It may be difficult for US holders of AZ Shares to enforce their
rights and any claim arising out of US federal securities laws,
since Bidco and Merck are incorporated under the laws of Germany
and AZ is incorporated under the laws of Luxembourg, and some or
all of their officers and directors are residents of non-US
jurisdictions. In addition, most of the assets of Bidco, Merck and
AZ are located outside the United States. US holders of AZ Shares
may not be able to sue a non-US company or its officers or
directors in a non-US court for violations of US securities laws.
Further, it may be difficult to compel a non-US company and its
affiliates to subject themselves to a US court's judgment.
This announcement does not constitute an offer of securities for
sale in the United States or an offer to acquire or exchange
securities in the United States. No offer to acquire securities or
to exchange securities for other securities has been made, or will
be made, directly or indirectly, in or into, or by the use of the
mails of, or by any means or instrumentality of interstate or
foreign commerce or any facilities of a national securities
exchange of, the United States or any other country in which such
offer may not be made other than: (i) in accordance with the tender
offer requirements under the Exchange Act, or the securities laws
of such other country, as the case may be, or: (ii) pursuant to an
available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US
state securities commission has approved or disapproved the Offer,
or passed comment upon the adequacy or completeness of this
announcement or the Offer Document. Any representation to the
contrary is a criminal offence in the United States.
In accordance with normal UK market practice, Bidco, or its
nominees or brokers (acting as agents) may from time to time make
certain purchases of, or arrangements to purchase, AZ Shares
outside the Offer before or during the period in which the Offer
remains open for acceptance. Those purchases may occur either in
the open market at prevailing prices or in private transactions at
negotiated prices. Any information about such purchases will be
disclosed to all investors to the extent required in the United
Kingdom, the United States or Luxembourg, will be reported to a
Regulatory Information Service provider and will be available on
the London Stock Exchange website, www.londonstockexchange.com. If
such purchases or arrangements to purchase are made they will be
made outside the United States and will comply with applicable law,
including the Exchange Act.
Forward-looking statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact may
be forward-looking statements. They are based on current
expectations and projections about future events, and are therefore
subject to risks and uncertainties which could cause actual results
to differ materially from the future results expressed or implied
by the forward-looking statements. Often, but not always,
forward-looking statements can be identified by the use of
forward-looking words such as "plans", "expects", "is expected",
"is subject to", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates", "believes", "targets", "aims", "projects"
or words or terms of similar substance or the negative thereof, as
well as variations of such words and phrases or statements that
certain actions, events or results "may", "could", "should",
"would", "might" or "will" be taken, occur or be achieved. Such
statements are qualified in their entirety by the inherent risks
and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties
that could significantly affect expected results and are based on
certain key assumptions. Many factors could cause actual results to
differ materially from those projected or implied in any
forward-looking statements. Due to such uncertainties and risks,
readers are cautioned not to place undue reliance on such
forward-looking statements, which speak only as of the date of this
announcement. Each of the Merck Group and the AZ Group, and each of
their respective members, directors, officers, employees, advisers
and any person acting on their behalf, expressly disclaims any
intention or obligation to update or revise any forward-looking or
other statements contained in this announcement, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
Neither the Merck Group, the AZ Group, nor their respective
members, directors, officers or employees, advisers or any person
acting on their behalf, provides any representation, assurance or
guarantee that the occurrence of the events expressed or implied in
any forward-looking statements in this announcement will actually
occur.
Except as expressly provided in this announcement, no
forward-looking or other statements have been reviewed by the
auditors of the Merck Group or the AZ Group. All subsequent oral or
written forward-looking statements attributable to the Merck Group
or the AZ Group, or any of their respective members, directors,
officers, advisers or employees or any person acting on their
behalf are expressly qualified in their entirety by the cautionary
statement above.
No profit forecasts or estimates
Nothing in this announcement shall be deemed to be a forecast,
projection or estimate of the future financial performance of Merck
or the Merck Group, or AZ or the AZ Group, except where otherwise
stated.
Disclosure requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in
1% or more of any class of relevant securities of an offeree
company or of any securities exchange offeror (being any offeror
other than an offeror in respect of which it has been announced
that its offer is, or is likely to be, solely in cash) must make an
Opening Position Disclosure following the commencement of the offer
period and, if later, following the announcement in which any
securities exchange offeror is first identified. An Opening
Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant
securities of each of (i) the offeree company and (ii) any
securities exchange offeror(s). An Opening Position Disclosure by a
person to whom Rule 8.3(a) applies must be made by no later than
3.30 pm (London time) on the 10th business day following the
commencement of the offer period and, if appropriate, by no later
than 3.30 pm (London time) on the 10th business day following the
announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of
the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead
make a Dealing Disclosure.
AZ Electro. (LSE:AZEM)
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AZ Electro. (LSE:AZEM)
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