PUBLIC TENDER OFFER FOR ALL PUBLICLY HELD REGISTERED SHARES OF ALUFLEXPACK AG, REINACH (AG), SWITZERLAND (THE "COMPANY" OR "AFP")
OFFER RESTRICTIONS
General
The public offer described in the documents that are made available on this website (the "Offer") will not be made, directly or indirectly, in any country or jurisdiction in which the Offer would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Constantia Flexibles GmbH, a limited liability company organized and existing under the laws of Austria, with registered office in Vienna, Austria ("Constantia"), or one of its direct or indirect 100% subsidiaries (Constantia or such subsidiary, the "Offeror") to change or amend the terms or conditions of the Offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any such document relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of the Company by any person or entity resident or incorporated in any such country or jurisdiction.
According to Swiss law, shares of AFP ("AFP Shares") tendered into the Offer may generally not be withdrawn after they have been tendered, except under certain circumstances, in particular in case a competing offer for the AFP Shares has been launched.
Notice to U.S. Holders
Shareholders of the Company in the United States are advised that the registered shares of the Company are not listed on a U.S. securities exchange and that the Company is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Offer will be made for the registered shares of the Company, a Swiss company whose shares are listed on the SIX, and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States.
The Offer will be made in the United States pursuant to Section 14(e) of, and Regulation 14E under, the Exchange Act, subject to the exemption provided under Rule 14d-1(c) under the Exchange Act for a tier I tender offer (the "Tier I Exemption"), and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures, waiver of conditions and timing of payments that are different from those applicable under U.S. tender offer procedures and laws. Holders of AFP Shares resident in the United States (each a "U.S. Holder") are urged to consult with their own legal financial and tax advisors (including with respect to Swiss law) regarding the Offer.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time after the date of the pre-announcement and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase AFP Shares or any securities that are convertible into, exchangeable for or exercisable for AFP Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Switzerland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of the Company of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities. To the extent required in Switzerland, any information about such purchases will be made public in Switzerland in the manner required by Swiss law.
In particular, any financial statements or figures included or referenced in the pre-announcement and in the offer prospectus have been or will be prepared in accordance with the applicable accounting standards of, or recognized in, Switzerland, which may not be comparable to the financial statements or financial information of U.S. companies. The Offer will be made to U.S. Holders on the same terms and conditions as those made to all other shareholders of the Company to whom an offer is made. Any informational documents are being disseminated to U.S. Holders on a basis comparable to the method that such documents are provided to the Company’s other shareholders.
As permitted under the Tier I Exemption, the settlement of the Offer will be based on the applicable Swiss law provisions, which differ from the settlement procedures customary in the United States, particularly as regards to the time when payment of the consideration is rendered. The Offer, which will be subject to Swiss law, will be made to U.S. Holders in accordance with the applicable U.S. securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the Offer is subject to U.S. securities laws, those laws only apply to U.S. Holders of AFP Shares and will not give rise to claims on the part of any other person. It may be difficult for the Company’s shareholders to enforce their rights and any claim they may have arising under the U.S. federal securities laws, since the Offeror and the Company are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. Company shareholders may not be able to sue the Offeror or the Company or their officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel the Offeror and the Company and their respective affiliates to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each holder of AFP Shares is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer.
Neither the SEC nor any securities commission of any State of the U.S. has (i) approved or disapproved of the Offer; (ii) passed upon the merits or fairness of the Offer; or (iii) passed upon the adequacy or accuracy of the disclosure in the Offer documents. Any representation to the contrary is a criminal offence in the United States.
United Kingdom
The communication of the Offer documents will not be made, and has not been approved, by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended. In the United Kingdom ("U.K."), this communication and any other offer documents relating to the Offer is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "Relevant Persons"). No communication in respect of the Offer must be acted on or relied on by persons who are not Relevant Persons. The Offer, any investment or investment activity to which this communication relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.
Australia, Canada, Japan and South Africa
The Offer will not be addressed to shareholders of the Company whose place of residence, seat or habitual abode is in Australia, Canada, Japan or South Africa, and such shareholders may not accept the Offer.
Confirmation
By clicking on the "I confirm and agree" button below, you confirm and agree to each of the following:
- that you have read and understood and that you are not subject to any of the Offer restrictions set forth above, that the communication about the Offer may lawfully be directed at and the Offer lawfully addressed to you;
- that you are not located or resident in any jurisdiction where the extension of the Offer would trigger a requirement for Constantia or any of its affiliates (including the Offeror) or any other person to file or register an offer prospectus or any other document, or to take any other or additional action in relation to the Offer, in or by virtue of the laws of such jurisdiction;
- that you will not duplicate or forward or otherwise make available to any person or otherwise distribute any of the documents available on this website; and
- that you understand and acknowledge that failure to comply with the foregoing could result in a violation of applicable laws and/or damages to Constantia, its affiliates (including the Offeror) and other persons.