You wish to access a web page dedicated to documents and information relating to the potential voluntary and conditional public exchange offer by Tessenderlo Group nv (the “Bidder”) for all the shares of the company Picanol nv (“Picanol”), pursuant to the Belgian Act of 1 April 2007 on public takeover bids and the Belgian Royal Decree of 27 April 2007 on public takeover bids (the “Bid”).
To allow you to view information on this part of this website, you must read this notice and then click “I CONFIRM”. If you are unable to agree you must click “I DO NOT CONFIRM”.
Viewing the materials you are seeking to access may not be lawful in certain jurisdictions. Any persons who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so. If you have any doubt as to whether you are in compliance with applicable restrictions, you must not access any page on this website.
The documents and information relating to the Bid (including, notably, the prospectus prepared by the Bidder and the annexes thereto, including the acceptance forms) (the “Bid Documentation”) are for informational purposes only and do not constitute or form a part of an offer or solicitation to acquire, purchase, subscribe for, sell or exchange any securities in the United States of America (including its territories and possessions and any State of the United States of America and the District of Columbia, the “United States”), Australia, Canada, Japan and the United Kingdom or any jurisdiction in which such an offer or solicitation is unlawful or to any person to whom such an offer or solicitation cannot be made in accordance with applicable law.
The Bid is made exclusively in Belgium. The Bid has not been registered or approved outside of Belgium and no action will be taken to register it or have it approved in another jurisdiction or to otherwise allow for a public takeover bid in another jurisdiction. The Bid will not be available to persons outside of Belgium.
The Bid is not being made in or into, and is not capable of acceptance in or from, the United States, Australia, Canada, Japan and the United Kingdom. Accordingly, viewing this area of the website is not permitted if you are present or resident in the United States, Australia, Canada, Japan and the United Kingdom, and copies of the material contained herein must not be sent, mailed or otherwise transmitted in, into or from the United States, Australia, Canada, Japan and the United Kingdom. Any securities to be offered in connection with the Bid have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered, exchanged, sold, resold, delivered or distributed, directly or indirectly, in or into the United States except pursuant to an available exemption from the registration requirements of the Securities Act and in compliance with the securities laws of any state or other jurisdiction of the United States. There is no public offering of securities in the United States or in any other jurisdiction outside Belgium. Accordingly, unless an exemption under the relevant securities laws is applicable, such securities may not be offered, exchanged, sold, resold, delivered or distributed, directly or indirectly, in or into the United States, Australia, Canada, Japan and the United Kingdom or any other jurisdiction where registration or qualification otherwise would be required. No copy of the Bid Documentation may be sent, communicated, distributed, submitted, published, broadcasted or disseminated, directly or indirectly, in the United States, Australia, Canada, Japan and the United Kingdom. Accordingly, viewing this area of the website is not permitted if you are present or resident in the United States, Australia, Canada, Japan and the United Kingdom and copies of the material contained herein must not be sent, mailed or otherwise transmitted in, into or from the United States, Australia, Canada, Japan and the United Kingdom and you should not forward, distribute or send any materials on this area of the website in, into or from the United States, Australia, Canada, Japan and the United Kingdom.
The Bid will be made solely by means of an offer document or prospectus which would contain the full terms and conditions of the Bid, including details of how it may be accepted. Any decision made in relation to the Bid should be made solely and only on the basis of the information provided in any such offer document or prospectus.
The information contained in the Bid Documentation is not to be published, released, broadcasted, disseminated or distributed, directly or indirectly, in countries other than Belgium, nor to be made available to residents of such countries, and you should not forward, distribute or send any materials on this area of the website in or into any such jurisdiction. Participation in the Bid and the distribution of the Bid Documentation as well as of any information relating to the Bid may be subject to particular restrictions applicable in accordance with laws in effect outside Belgium, including, notably, registration, qualification or other requirements. The Bidder will not satisfy any such restrictions, whether directly or indirectly, and the Bid cannot be accepted by any person in any way in a country in which the Bid would be subject to such restrictions. Accordingly, without prejudice to the foregoing restrictions regarding the United States, Australia, Canada, Japan and the United Kingdom, persons in possession of the Bid Documentation and any information relating to the Bid are required to obtain information on any applicable local restrictions and to comply therewith. Failure to comply with these restrictions could constitute a violation of applicable securities and/or stock market laws and regulations in one of these countries. The Bidder, its affiliates and its advisors disclaim, to the fullest extent permitted under applicable law, any liability for any violation, by any person, of any such local rules and restrictions.
Any acceptance of the Bid that results or could be assumed as resulting from a violation of the foregoing restrictions shall be deemed void.
The Bid is being made only through the Bid Documentation. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE BID DOCUMENTATION AS IT CONTAINS IMPORTANT INFORMATION THAT INVESTORS AND SECURITY HOLDERS SHOULD CONSIDER BEFORE MAKING ANY DECISION REGARDING THE BID.
By clicking “I confirm” below, you represent, warrant and agree that:
- You are not resident or physically present in the United States, nor are you using any means or instrument of communication involving the United States to access this website;
- You are a resident of Belgium or of a country, other than the United States, in which you are legally entitled to access information and documents relating to the Bid without any formality or publicity being required on the part of the Bidder;
- You undertake not to transfer, transmit or distribute, either in whole or in part, the documents and information relating to the Bid which you access on the website into the United States or otherwise to any other persons; and
- You intend to access these documents for informational purposes only, you have read and understood this disclaimer, and you agree to be bound by each of the terms of this disclaimer.