Voluntary public tender offer of Marcel LUX III SARL to the shareholders of
Disclaimer - Legal notice
You have entered the website which Marcel LUX III SARL (the “Bidder”) has designated for the publication of documents and information in connection with the voluntary public tender offer to acquire all shares in SUSE S.A. (the “Purchase Offer”).
Shareholders of SUSE S.A. (“SUSE Shareholders”) are kindly requested to read and acknowledge the following legal notices on this page before accessing the pages containing documents and notifications in connection with the Purchase Offer.
Important Legal Information
In this section of the website, you will find announcements, documents and information regarding the Purchase Offer (together, the “Information”), including the decision of the Bidder to launch the Purchase Offer published on 17 August 2023 and the offer document relating to the Purchase Offer published on 24 August 2023 (the “Offer Document”).
The Purchase Offer relates to shares in a Luxembourg public limited liability company (société anonyme) the shares of which are admitted to trading on the regulated market (Regulierter Markt) of the Frankfurter Stock Exchange (Frankfurter Wertpapierbörse) in its sub-segment with additional post-admission obligations (Prime Standard). The Purchase Offer is not subject to review or registration proceedings of any securities regulator, neither in nor outside the Grand Duchy of Luxembourg or the Federal Republic of Germany, and has therefore not been, and will not be, approved or recommended by any securities regulator. The Purchase Offer will be implemented solely in accordance with German law, certain applicable provisions of the laws of the Grand Duchy of Luxembourg and certain applicable securities law provisions of the United States of America of America (“United States”). Investors and SUSE Shareholders are strongly advised to thoroughly read the Offer Document and all other relevant documents regarding the Purchase Offer when they become available, as they will contain important information. The Bidder reserves the right to amend the terms and conditions of the Purchase Offer to the extent permitted by law.
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN ASPECTS BEFORE YOU CAN ACCESS THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE AVAILABLE TO, ANY PERSON WHO RESIDES IN ANY JURISDICTION WHERE DOING SO WOULD BE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THE INFORMATION IS PROVIDED IN GOOD FAITH AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET FORTH BELOW.
SUSE Shareholders whose place of residence, incorporation, or habitual abode is in the United States should note that the Purchase Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”) whose shares are not registered under Section 12 of the U.S. Exchange Act. The Purchase Offer is being made in the United States in reliance on exemptive regulatory relief available to a bidder and permitting it to satisfy certain United States substantive and procedural U.S. Exchange Act rules governing tender offers by complying with home jurisdiction law or practice, thus exempting such bidder from compliance with such U.S. rules. As a result, the Purchase Offer 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 Purchase Offer is subject to the securities laws of the United States, such laws only apply to SUSE Shareholders in the United States and no other person has any claims under such laws.
The Bidder reserves the right, within the limits of applicable law, to directly or indirectly acquire shares in SUSE S.A. outside the Purchase Offer, whether on or off the stock exchange. Any such purchases or arrangements will be made outside the United States and in compliance with applicable law.
It may be difficult for SUSE Shareholders who have their place of residence, incorporation, or habitual abode outside the Grand Duchy of Luxembourg to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since the Bidder and SUSE S.A. are incorporated under the laws of the Grand Duchy of Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés, Luxembourg), and some or all of its managers/directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant SUSE Shareholder. SUSE Shareholders may not be able to sue, in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its managers/directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of the relevant SUSE Shareholder.
BASIS FOR ACCESS TO INFORMATION
Please read this notice carefully before clicking “I confirm” or “I do not confirm” at the bottom of this page. This notice applies to all persons viewing this section of the website and, depending on where they reside, may affect their rights. This notice may be amended or updated by the Bidder from time to time and should be read carefully and in its entirety each time you visit this website. Further, the content of this website and its accessibility to certain persons may be changed in whole or in part at any time at the sole discretion of the Bidder. The Bidder assumes no responsibility or duty to update the Information (except to the extent such duty arises under law or regulation). To be allowed to view details of the Purchase Offer, you must read the following information and then click “I confirm”. If you are unable to confirm, you should click “I do not confirm” and you will not be able to see any such details.
The publication, dispatch, distribution, or other dissemination of the Information outside of the Grand Duchy of Luxembourg, the Federal Republic of Germany and the United States may be subject to legal restrictions. The Information is not for release, publication or distribution (in whole or in part) in, into or from any jurisdiction where such release, publication or distribution would constitute a violation of the relevant laws of such jurisdiction. The Bidder has not permitted the publication, dispatch, distribution or dissemination of the Information by third parties outside of the Grand Duchy of Luxembourg, the Federal Republic of Germany and the United States. An offer to acquire shares in SUSE S.A. is made solely pursuant to the terms and conditions set forth in the Offer Document. The Information is not intended to constitute, and does not constitute, an offer to sell or the solicitation of an offer to buy or subscribe for any securities, nor does it constitute a solicitation of any vote in connection with the securities that are the subject of the Purchase Offer, in any jurisdiction in which such offer, solicitation or invitation is unlawful, nor shall there be any sale, issuance or transfer of securities in violation of applicable law in any jurisdiction in which such offer, solicitation or invitation is unlawful. 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 on the “I confirm” box below, you confirm that you will not transmit, transfer, display or distribute the Information to any person (in any form, including electronic transmission). In particular, you represent that you will not forward or transmit the Information, in whole or in part, to any person in any jurisdiction where such distribution may be restricted by applicable law. Failure to comply with such restrictions may constitute a violation of the laws and/or regulations of such jurisdiction.
CONFIRMATION OF UNDERSTANDING AND DECLARATION OF ACCEPTANCE
By clicking “I confirm” at the bottom of this page, you acknowledge that you have read the terms of this notice and understand that you will be bound by these terms. 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. Subject to any ongoing obligations under applicable law, the Bidder disclaims any obligation to publish any updates or revisions after the date of publication of any document or announcement on this website relating to the Purchase Offer, including any changes in expectations or events, conditions or circumstances on which such statements are based. If you are in any doubt about the contents of this section of the website or the action to be taken, you should independently seek the advice of an independent financial advisor.