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Voluntary public takeover offer by Rebecca BidCo GmbH to the Shareholders of RENK AG
Disclaimer – Legal Notices
You have entered the website which Rebecca BidCo GmbH has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares in RENK AG.
Shareholders of RENK AG are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the takeover offer.
Important Legal Information
On 30 January 2020, SCUR-Alpha 1138 GmbH (now: Rebecca BidCo GmbH) (the Bidder) published its decision to make a voluntary public takeover offer to the shareholders of RENK AG (the RENK-Shareholders) to acquire all shares in RENK AG by way of a voluntary public takeover offer (the Takeover Offer). On 6 February 2020, the Bidder published a supplement to the publication of the decision to make the Takeover Offer announcing the applicable three-month average stock exchange price communicated by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) (minimum offer price pursuant to Section 5 para. 1 WpÜG Offer Ordinance). On 10 March 2020 the Bidder published the offer document after approval by the BaFin as well as further information relating to the Takeover Offer.
On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG) dated 30 January 2020, the supplement to the publication of the decision to make the Takeover Offer dated 6 February 2020, the offer document as well as press releases and other information regarding the Takeover Offer. All information contained and documents made available on this website are for information purposes only and in order 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) and other applicable laws in connection with the Takeover Offer. The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover Offer has not been submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.
RENK Shareholders whose place of residence, incorporation or place of habitual abode is in the United States of America (the United States) should note that the Takeover Offer is made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act) and the shares of which are not registered under Section 12 of the U.S. Exchange Act. The Takeover Offer is being made in the United States in reliance on the Tier-1 exemption from certain requirements of the U.S. Exchange Act and 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 Takeover Offer is subject to United States securities laws, such laws only apply to holders of RENK Shares in the United States, and no other person has any claims under such laws.
If you are residing in a country outside of the Federal Republic of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since RENK AG and the Bidder are incorporated in the Federal Republic of Germany and some or all of their officers and directors may be residents of a country other than your country of residency. You may not be able to sue a foreign company or its officers or directors for violations of the laws of your country of residency in a court in your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court of your country of residency.
The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Takeover Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
An offer to acquire RENK AG shares is made solely pursuant to the terms and conditions of the Takeover Offer. Apart from that the information contained on this website and the documents accessible via this website do not constitute an invitation to submit an offer to sell shares in RENK AG or an offer to purchase shares in RENK AG and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms of the Takeover Offer may differ from the basic information described on the following pages. The Bidder reserves the right to amend the terms and conditions of the Takeover Offer to the extent permitted by law.I hereby confirm that I have read the above legal notices and information.
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