Voluntary public takeover offer to the shareholders of STEMMER IMAGING AG by Ventrifossa BidCo AG (formerly: Blitz 24-884 AG)
Disclaimer – Legal Information
You have accessed the website containing documents and information on the voluntary public takeover offer of Ventrifossa BidCo AG (formerly: Blitz 24-884 AG) to the shareholders of STEMMER IMAGING AG.
Visitors of this website are requested to read the following legal information and to confirm their acknowledgement at the bottom of this page in order to be redirected to the website containing the documents and information on the voluntary public takeover offer referred to above.
Important Legal Information
On 22 July 2024, Ventrifossa BidCo AG (formerly: Blitz 24-884 AG) (the "Bidder") published the announcement of its decision to make a voluntary public takeover offer to the shareholders of STEMMER IMAGING AG ("STEMMER IMAGING" and "STEMMER IMAGING Shareholders", respectively) (the "Offer").
On this website you will find the announcement of the decision to make the Offer pursuant to Section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG") dated 22 July 2024, the offer document containing the full terms and conditions of the Offer once approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin"), announcements made from time to time pursuant to Section 23 WpÜG as well as other information regarding the Offer (together, the "Information").
All information and documents contained in or 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) (together with the WpÜG, the "German Takeover Law"). The Offer will be implemented solely in accordance with the German Takeover Law. Any decision to accept the Offer should be made solely on the basis of the information contained in the offer document.
The Offer relates to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Offer has not been and 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 such securities regulator.
For STEMMER IMAGING 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 their country of residence, seat or place of habitual abode. This is due to the fact that STEMMER IMAGING is incorporated in the Federal Republic of Germany and some or all of its officers and directors may be residents of a country other than such STEMMER IMAGING Shareholders’ respective country of residence, seat or place of habitual abode. It may not be possible for STEMMER IMAGING Shareholders to sue in a court in their own country of residence, seat or place of habitual abode a foreign company such as STEMMER IMAGING or its officers or directors for violations of the laws of their own country of residence, seat or place of habitual abode. 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 residence, seat or place of habitual abode of the relevant STEMMER IMAGING Shareholder.
The Offer is being made solely pursuant to the terms and conditions of the offer document. The information and documents contained in or made available on this website do not constitute an invitation to make an offer to sell or acquire shares in STEMMER IMAGING. The terms and conditions of the Offer may differ from the general 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.
The Offer, the information and documents contained in this offer document are not being made and have not been approved by an “authorized person” for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the "FSMA"). Accordingly, the information and documents contained in this offer document are not being distributed to, and must not be passed on to, the general public in the United Kingdom unless an exemption applies. The communication of the information and documents contained in this offer document is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate; or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the FSMA (Financial Promotion) Order 2005.
The Offer described herein is made on the basis of the exemptions to publish a prospectus in Switzerland set out in article 36 para. 1 lit. b of the Swiss Financial Services Act ("FinSA"). None of the offering documentation or information contained on this website or relating to the Offer constitutes a prospectus pursuant to the FinSA. No such documentation or information has been nor will be filed with or approved by any Swiss regulatory authority.
Access to this website, and any acceptance of the Offer, outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, the United Kingdom, and Switzerland may be subject to legal restrictions.
The Information is not intended for publication or distribution, directly or indirectly, in any jurisdiction where it would be unlawful to do so. The Information may not be downloaded or accessed by any person from or in any jurisdiction in which it would or might constitute a violation of any applicable law or regulation.
By clicking "I confirm" at the bottom of this page, you acknowledge that you have read the terms of this notice. If you click "I do not confirm", we will not be able to provide you with access to the Information and you will be redirected.