Disclaimer – Legal Notices
You have entered the website which Ersa IV S.à r.l. has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of AGROB Immobilien AG.
Shareholders of AGROB Immobilien AG are kindly requested to read and acknowledge the following legal notice on this page before going on to the pages containing information about the takeover offer.
Important Legal Information
On 25 September 2019, Ersa IV S.à r.l. (the “Bidder”) published its decision to make a voluntary public takeover offer to the shareholders of AGROB Immobilien AG (the “AGROB Shareholders”) to acquire all shares in AGROB Immobilien AG by way of a voluntary public takeover offer (the “Takeover Offer”).
On the following pages you will find the offer document published on 25 October 2019, the publication of the decision to make the Take-over Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) and further announcements pursuant to Section 23 WpÜG.
The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover Offer 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 securities regulator.
AGROB Shareholders in the United States (the “U.S. Shareholders”) should note that this Takeover 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. The Takeover Offer is being made in the United States in reliance on the Tier 1 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 Takeover Offer is subject to U.S. securities laws, such laws only apply to holders of shares in AGROB Immobilien AG in the United States, and no other person has any claims under such laws.
If shareholders are residing in a country outside of Germany, it may be difficult for them to enforce rights and claims arising outside of the laws of this country of residency, since AGROB Immobilien AG is incorporated in Germany and some or all of its officers and directors may be residents of a country other than the respective shareholders’ country of residency. Shareholders may not be able to sue, in a court in their country of residency, a foreign company or its officers or directors for violations of the laws of the respective shareholders’ 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 of the shareholders’ country of residency.
The Takeover Offer will not be filed or published pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.
The Takeover Offer is not made or 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 have been or will be applied for or initiated outside of the Federal Republic of Germany and the United States by the Bidder and the persons acting jointly with the Bidder. The Bidder and the persons acting jointly with the Bidder therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.
All information contained on, or accessible through, this website is for information purposes as well as the purpose of complying with the provisions of the WpÜG, the pertinent regulation (WpÜG-Angebotsverordnung) and other legal requirements applicable in relation to the Takeover Offer. The Bidder does not assume any obligation to keep the information and documents which are made available up to date unless required by applicable laws. Announcements made on this website do not constitute an invitation to make an offer to sell shares in AGROB Immobilien AG. With the exception of the offer document published on 25 October 2019, announcements made on this website also do not constitute an offer to purchase shares in AGROB Immobilien AG. The provisions regarding the Takeover Offer are contained solely in the offer document published on 25 October 2019. AGROB Shareholders are strongly recommended to read the offer document published on 25 October 2019 and all documents in connection with the Takeover Offer as they are published, since they will contain important information.