Public Delisting Tender Offer by Nidda Healthcare GmbH to the Shareholders of STADA Arzneimittel Aktiengesellschaft
Disclaimer – Legal Notices
You have entered the website, which Nidda Healthcare GmbH has designated for the publication of documents and information in connection with its public delisting tender offer to the shareholders of STADA Arzneimittel Aktiengesellschaft.
In order to access further information and documents in connection with the public delisting tender offer, the shareholders of STADA Arzneimittel Aktiengesellschaft are kindly requested to confirm, at the bottom of this page, notice of the 'Important Legal Notices' below.
This website is also used to communicate information (i) to holders and prospective holders of Nidda Healthcare Holding GmbH’s or Nidda BondCo GmbH’s Notes (as defined herein) and (ii) to lenders and prospective lenders under the Senior Facilities Agreement (as defined herein). By accessing any such communications, you hereby agree that you are a holder or a prospective holder of the Notes or a lender or a prospective lender under the Senior Facilities Agreement, as applicable.
Important Legal Notices
On 1 October 2018, Nidda Healthcare GmbH (the "Bidder") has published its decision to make an offer to the shareholders of STADA Arzneimittel Aktiengesellschaft ("STADA AG") (the "STADA Shareholders") to acquire all shares in STADA AG (the "STADA Shares") not directly held by the Bidder by way of a public delisting tender offer (the "Offer").
On the following pages you will find the offer document, published on 11 October 2018, which contains the terms of the Offer, the publication of the decision to make the Offer in accordance with Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") in conjunction with Section 39 of the German Stock Exchange Act (Börsengesetz, "BörsG"), dated 1 October 2018, the publication of announcements pursuant to Section 23 WpÜG as well as press releases and other information regarding the Offer. The Bidder has obtained the required approval for the publication of the offer document from the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) on 11 October 2018. All information contained and documents made available on this website are for information purposes only and to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung), the BörsG and other applicable laws in connection with the Offer. The 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 Offer was not 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 outside of Germany. 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.
STADA Shareholders in the United States of America ("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 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 Offer is 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 the US securities laws, such laws only apply to holders of STADA Shares in the United States and no other person has any claims under such laws.
If you are resident in a country outside of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since STADA AG is incorporated in Germany and some or all of its officers and directors may be residents of a country other than your country of residency. You may not be able to sue, in a court in your country of residency, a foreign company or its officers or directors for violations of the laws of your 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 your country of residency.
The publication, dispatch, 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 or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document 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 publish, dispatch, distribute, or disseminate the offer document 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.
With the exception of the offer document published on 11 October 2018, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in STADA Arzneimittel Aktiengesellschaft and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Offer are contained solely in the offer document published on 11 October 2018. The final terms of the Offer may differ from the basic information described on the following pages. STADA Shareholders are strongly recommended to read the offer document published on 11 October 2018 and all published documents in connection with the Offer, since they contain important information. The Bidder reserves the right to amend the terms of the Offer to the extent permitted by law.
I hereby confirm that I have read the above legal notices and information.