Voluntary public purchase offer by Zentiva AG to the shareholders of APONTIS PHARMA AG
Disclaimer – Legal Notices
You have entered the website which Zentiva AG (the "Bidder") has designated for the publication of documents and information in connection with its public purchase offer for the acquisition of all no-par value bearer shares (auf den Inhaber lautende Stückaktien) in APONTIS PHARMA AG (the "Offer").
Shareholders of APONTIS PHARMA AG are requested to read the following legal information and to confirm on this page that they have read it before they are redirected to the pages containing documents and notifications in connection with the Offer.
Important Legal Notice
On 16 October 2024, the Bidder published its decision to offer to the shareholders of APONTIS PHARMA AG (the “Apontis Shareholders”) to acquire all shares in APONTIS PHARMA AG (the “Apontis Shares”) by way of a public purchase offer. On this website, you will find the publication of the decision to make the Offer by way of a press release dated 16 October 2024. This website will also contain the offer document as well as other information regarding the Offer.
The Offer relates to shares in a German stock corporation (Aktiengesellschaft). The Offer will be implemented solely in accordance with German Law and certain applicable securities law provisions of the United States of America (the “United States“).
Since the Apontis Shares are not admitted to trading on any organized market within the meaning of Sec. 2 para. 7 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - “WpÜG“) as required in Sec. 1 para. 1 WpÜG, the WpÜG and the German Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots - ”WpÜG-Offer Regulation“) do not apply to the Offer. The Offer will not be subject to review or registration proceedings of any securities regulator neither in nor outside the Federal Republic of Germany, and has not been approved or recommended by any such securities regulator including the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
Apontis Shareholders whose place of residence, incorporation, or habitual abode is in the United States should note that the Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), and the shares of which are not registered under Sec. 12 of the U.S. Exchange Act. The Offer is being made in the United States in reliance on the Tier I Exemption from certain requirements of the U.S. 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 United States securities laws, such laws only apply to holders of Apontis Shares in the United States, and no other person has any claims under such laws. Apontis Shareholders whose place of residence, incorporation, or habitual abode is in the United States are encouraged to consult with their own advisors regarding the Offer.
It may be difficult for Apontis Shareholders who have their place of residence, incorporation, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since the target company is organized under the laws of the Federal Republic of Germany and registered at a commercial register (Handelsregister) maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant Apontis Shareholder. Apontis Shareholders may not be able to sue, in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of the relevant Apontis Shareholder.
The dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Offer may not be dispatched to, published, distributed, or disseminated by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not dispatch to, publish, distribute, or disseminate the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
The Offer is solely made pursuant to the terms and conditions as set out in the offer document for the Offer. The further information contained, and documents made available on this website do not constitute an invitation to make an offer to sell or acquire Apontis Shares, should not be construed as legal, tax, financial, investment, accounting or other advice, or as recommendation by the Bidder, and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The final terms and conditions of the Offer may differ from the basic information contained on this website. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.
I hereby confirm that I have read the above legal notices and information.