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Voluntary public takeover offer of Nikon AM. AG to the shareholders of
SLM Solutions Group AG
You have entered the website, which Nikon AM. AG (the “Bidder”) has designated for the publication of documents and information in connection with its voluntary public takeover offer pursuant to the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz – “WpÜG”) (the “Takeover Offer”) for all shares of SLM Solutions Group AG (the “Company”).
In addition, this website is designated for the publication of documents and information in connection with the separate public offer of the Bidder to the holders of certain convertible bonds issued by the Company, which is not subject to the WpÜG (the “Bonds Offer”). The Bonds Offer and any documents and information relating thereto have been neither reviewed nor approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
In order to access further information in connection with the Takeover Offer and/or the Bonds Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.
The Bidder publishes on this website information concerning the Takeover Offer and the Bonds Offer. The Takeover Offer and the Bonds Offer are being implemented solely in accordance with the applicable laws of the Federal Republic of Germany and with certain provisions of the securities laws of the United States of America applicable to cross-border tender offers, however, only the Takeover Offer is subject to 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 and the Bonds Offer are not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations, admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer, and, to the extent applicable, the Bonds Offer and/or the offer document containing the Bonds Offer, have been or will be applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder outside of the Federal Republic of Germany. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany or applicable securities laws of the United States of America.
The Takeover Offer and the Bonds Offer will not be filed, published or publicly advertised pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States of America. In the United States of America, neither the Takeover Offer nor the Bonds Offer will be filed with the United States Securities and Exchange Commission.
The Bidder and the persons acting jointly with the Bidder assume no responsibility for the publication, dispatch, distribution or dissemination of any documents connected with the Takeover Offer and/or the Bonds Offer outside the Federal Republic of Germany and the United States of America being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany and the United States of America. Furthermore, the Bidder and the persons acting jointly with the Bidder assume no responsibility for the non-compliance of third parties with any laws.
The announcements made on this website do not constitute an invitation to make an offer to sell securities of the Company. With the exception of the publication of any offer document pursuant to the provisions of the WpÜG, announcements made on this website also do not constitute an offer to purchase securities of the Company.
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 and/or the Bonds Offer for the Company, for those shareholders or holders of convertible bonds of the Company who choose not to accept the Takeover Offer and/or the Bonds Offer or for future financial results of the Company. 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.
Investors and holders of securities of the Company are strongly advised to read the relevant documents regarding the Takeover Offer and/or the Bonds Offer as soon as they are published, since they contain or will contain important information. In addition, holders of securities subject to the Takeover Offer and/or the Bonds Offer are strongly recommended to seek independent advice in order to reach an informed decision in respect of the content of such offer documents and with regard to the Takeover Offer and/or the Bonds Offer.
If you are a resident of the United States, please read the following:
The Takeover Offer and the Bonds Offer will be made for the securities of a non-U.S. company and will be subject to the disclosure and procedural laws, standards and practices of jurisdictions other than the U.S., although the Takeover Offer and the Bonds Offer will be made in reliance on, and compliance with, Section 14(e) of the United States Securities Exchange Act of 1934 and Regulation 14E thereunder.
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