Voluntary public takeover offer by Pangea GmbH to the shareholders of Pfeiffer Vacuum Technology AG
You have entered the website which Pangea GmbH has designated for the publication of documents and notifications in connection with its voluntary public takeover offer to the shareholders of Pfeiffer Vacuum Technology AG. Please note that all of the following information in the English language is addressed exclusively to shareholders of Pfeiffer Vacuum Technology AG who have their place of residence, seat or place of habitual abode in the United States of America or otherwise outside the Federal Republic of Germany.
In order to access further documents and notifications in connection with the takeover offer, shareholders of Pfeiffer Vacuum Technology AG are requested to confirm, at the bottom of this page, notice of the following legal information.
Important Legal Information
On 12 April 2017, Pangea GmbH (the Bidder) published on the following pages an offer to all shareholders of Pfeiffer Vacuum Technology AG to acquire all shares in Pfeiffer Vacuum Technology AG (Takeover Offer) which constitutes a voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG)
The Takeover Offer relates to shares in a German company and is implemented solely in accordance with German law, in particular the provisions of the WpÜG, and certain applicable securities law provisions of the United States of America (the United States). The legal provisions of the Federal Republic of Germany on the implementation of such a takeover offer differ significantly from the corresponding U.S. legal provisions.
The Takeover Offer is implemented in the United States pursuant to Section 14(e) and Regulation 14E of the U.S. Securities Exchange Act of 1934, as amended, including relevant provisions allowing purchases outside of the Takeover Offer, and otherwise in accordance with the provisions of the WpÜG. It may be difficult for shareholders of Pfeiffer Vacuum Technology AG whose place of residence, seat or place of habitual abode is in the United States (the U.S. Shareholders) to enforce their rights and claims under U.S. securities laws, since both Pfeiffer Vacuum Technology AG and the Bidder have their seat and many of their assets outside the United States. U.S. Shareholders may not be able to sue a company which has its seat outside the United States, or its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court outside the United States.
To the extent permissible under applicable law or regulation, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time before, during or after the period in which the Takeover Offer remains open for acceptance, and other than pursuant to the Takeover Offer, directly or indirectly purchase, or arrange to purchase, shares of Pfeiffer Vacuum Technology AG, that may be the subject of the Takeover Offer, or any securities that are convertible into, exchangeable for or exercisable for shares of Pfeiffer Vacuum Technology AG. Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the U.S. Securities Exchange Act 1934 to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of Pfeiffer Vacuum Technology AG, which may include purchases or arrangements to purchase such securities.
The Takeover Offer is not made or is not intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer (the Offer Document) have been applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder within the meaning of section 2 para. 5 sentence 1 and 3 WpÜG outside of the Federal Republic of Germany and the United States. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany and the United States.
The Bidder does not intend to file, publish or publicly advertise the Takeover Offer pursuant to the laws of any jurisdiction other than the Federal Republic of German and the United States.
The Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the publication, dissemination, dispatch, distribution or transmission of any documents connected with the Takeover Offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. The Bidder and the persons acting in conjunction with the Bidder assume no responsibility for the non-compliance of third parties with any laws.
The announcements made on this website do not constitute an invitation to make an offer to sell shares in Pfeiffer Vacuum Technology AG. With the exception of the Offer Document, announcements made on this website also do not constitute an offer to purchase shares in Pfeiffer Vacuum Technology AG.
Documents and notifications on this website may contain certain forward-looking statements. Such statements are, in particular, indicated by terms such as "expects", "believes", "is of the opinion", "attempts", "estimates", "intends", "assumes" and "endeavors" and similar phrases. Such statements express current intentions, views, expectations, estimates and forecasts with regard to possible future events. They are, inter alia, based on certain assumptions, assessments and forecasts, are subject to risks and uncertainties and therefore they may turn out to be incorrect.
It is possible that the Bidder will change its intentions and evaluations stated in the documents or notifications on this website or in the Offer Document, especially with regard to the Pfeiffer Vacuum Technology AG, after the publication of the documents, notifications or the Offer Document.
I hereby confirm that I have read and taken note of the legal notice above.