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Voluntary Public Takeover Offer of Atlas Copco Germany Holding AG to the shareholders of ISRA VISION AG
Disclaimer – Legal Notice
You have entered the website which Atlas Copco Germany Holding AG has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of ISRA VISION AG.
Shareholders of ISRA VISION AG are kindly requested to read and acknowledge the following legal notices on this page before being directed to the pages containing documents and notifications in connection with the takeover offer.
Important Legal Information
On February 10, 2020, Atlas Copco Germany Holding AG (the “Bidder”) published its decision to make a voluntary public takeover offer to the shareholders of ISRA VISION AG (the “ISRA Shareholders”) to acquire all shares in ISRA VISION AG (the “ISRA Shares”) by way of a voluntary public takeover offer (the “Offer” or the “Takeover Offer”).
On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”), the offer document, additional mandatory publications under the terms of the WpÜG as well as further information regarding the intended Takeover Offer.
The Takeover Offer is issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (“WpÜG Offer Regulation”) and certain applicable provisions of U.S. securities law. Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Federal Republic of Germany have been filed, arranged for or granted. Any contract that is concluded on the basis of this Takeover Offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with them.
ISRA Shareholders whose place of residence, seat or place of habitual abode is in the United States of America (the “United States”) should note that this Offer is 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.
This Takeover Offer is being made in the United States in reliance on the Tier 2 exemption from certain requirements of the Exchange Act and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Offer is subject to U.S. securities laws, such laws only apply to holders of ISRA Shares 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 may acquire, or make arrangements to acquire, ISRA Shares other than in the course of the Offer on or off the stock exchange during the period in which the Offer remains open for acceptance, provided that such acquisitions or arrangements to acquire do not occur in the United States and comply with the applicable German statutory provisions, in particular the WpÜG. Information about such acquisitions or arrangements to acquire will be published as required by law or regulation in Germany or any other relevant jurisdiction.
For ISRA Shareholders whose place of residence, seat or place of habitual abode is outside of the Federal Republic of Germany, it may be difficult to enforce rights and claims arising outside of the laws of the country of residency. This is due to the fact that the Bidder and ISRA VISION AG are incorporated in Germany, and some or all of its officers and directors may be residents of a country other than their own country of residency. It may not be possible to sue in a court in their own country of residency a foreign company or its officers or directors for violations of the laws of their own country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in the country of residency of the relevant shareholder.
The publication, dispatch, distribution, or dissemination of the offer document, which is available on the following pages, or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area as well as the United States may be subject to legal restrictions. The offer document and other documents associated with the Takeover Offer may not be dispatched to or disseminated, distributed or published, by third parties in countries if this would be illegal.
The Bidder has not given its permission for the dispatch, publication, distribution, or dissemination of the offer document or other documents related to the Takeover Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area as well as the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area as well as the United States unless in compliance with all applicable domestic and foreign statutory provisions.
The announcements made on this website do not constitute an invitation to make an offer to sell ISRA Shares. With the exception of the offer document, announcements made on this website also do not constitute an offer to purchase ISRA Shares and are not for the purposes of the Bidder making any representations or entering into any other binding legal commitments. An offer to purchase shares in ISRA VISION AG is solely made by the offer document which is published on this website and is exclusively subject to its terms and conditions. The terms and conditions of the Takeover Offer may differ from the general information described on the following pages. To the extent legally permissible, the Bidder reserves the right to change the terms and conditions of the Takeover Offer. ISRA Shareholders are strongly recommended to read the offer document and all documents in connection with the Takeover Offer, since they contain important information.
The announcements and the information on this website contain specific forward-looking statements. These statements do not represent facts and are characterized by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions, or current expectations of the Bidder and the persons acting jointly with the Bidder pursuant to Section 2 para. 5 sentence 1 and sentence 3 WpÜG with respect to possible future events, e.g., regarding possible consequences of the Takeover Offer for ISRA VISION AG, for those ISRA Shareholders who choose not to accept the Takeover Offer or for future financial results of ISRA VISION AG. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting jointly with the Bidder pursuant to Section 2 para. 5 sentence 1 and sentence 3 WpÜG have made to their current beliefs and expectations, 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 generally cannot be influenced by the Bidder and the persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG. The forward-looking statements contained in this website could turn out to be incorrect and future events and developments could considerably deviate from the forward-looking statements contained in this website.
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