Takeover offer WCM AG
You have entered the website which TLG IMMOBILIEN AG has designated for the publication of documents and information in connection with its voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) for all shares of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft announced on May 10, 2017 (the „Takeover Offer“).
In order to access further information in connection with the Takeover Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.
TLG IMMOBILIEN AG (the “Bidder”) publishes on the following pages information concerning the Takeover Offer. The Takeover Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung). The Takeover Offer is not made pursuant to the provisions of jurisdictions other than those of the Federal Republic of Germany. Thus, no announcements, registrations, admissions or approvals of the Takeover Offer have been filed, arranged for or granted outside of the Federal Republic of Germany. Investors in, and holders of, securities in WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft cannot rely on having recourse to provisions for the protection of investors of any jurisdiction other than the Federal Republic of Germany. No U.S. federal or state securities commission or regulatory authority has approved or disapproved of the Takeover Offer or passed upon the adequacy or accuracy of the information in the offer related documents. Any representation to the contrary is a criminal offence in the United States of America (“United States”).
Subject to the exceptions described in the offer document as well as any exemptions that may be granted by any competent regulatory authority, a takeover offer is not being made directly or indirectly, in any jurisdiction where to do so would constitute a violation of the national laws of such jurisdiction.
The Takeover Offer will result in the acquisition of securities of a Germany company and is subject to German disclosure requirements, which differ from those of the United States. The financial information included or referred to in the offer documents has been prepared in accordance with non-U.S. accounting standards and, accordingly, may not be comparable to financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
The Takeover Offer will be made in the United States pursuant an exemption from the U.S. tender offer rules provided by Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Securities Exchange Act”), and the issuance of shares in the Takeover Offer will be pursuant to an exemption from registration provided by Rule 802 under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), and the Takeover Offer will otherwise be made in accordance with the applicable regulatory requirements in Germany. Accordingly, the Takeover Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
It may be difficult for U.S. holders of shares to enforce their rights and any claims arising under the U.S. federal securities laws, since TLG IMMOBILIEN AG and WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft are located in a country other than the United States, and some or all of their officers and directors may be residents of a country other than the United States. U.S. holders of shares may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
The announcements made on this website do not constitute an invitation to sell or make an offer to exchange securities in WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft or the Bidder. With the exception of the publication of the offer document, announcements made on this website also do not constitute an offer to purchase or exchange shares in WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft or the Bidder.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder or its brokers may purchase, or conclude agreements to purchase, securities in WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft, directly or indirectly, outside the Takeover Offer, before, during or after the period in which the offer remains open for acceptance. The same applies to other securities which are directly convertible into, exchangeable for, or exercisable for securities in WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.
To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Takeover Offer for WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft, for those shareholders of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft who choose not to accept the Takeover Offer or for future financial results of WCM Beteiligungs- und Grundbesitz-Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
By selecting the “I confirm” button, you warrant that you have read and understood the legal notice above.