With reference to the mandatory tender offer (the "Offer") for 6,962,072 ordinary shares of Engineering - Ingegneria Informatica S.p.A. (the "Shares"), launched by MIC Bidco S.p.A. (the “Offeror”), for a consideration of EUR 66 (cum dividend) for each Share, please note the following.
The Offer is directed, on a non-discriminatory basis and on equal terms, to all holders of the Shares and is being made in Italy (pursuant to Arts. 102 and 106 of the Italian Legislative Decree No. 58 of 24 February 1998, as subsequently amended) and in the United States of America (pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act), and otherwise in accordance with the requirements of Italian law.
The Offer has not and will not be launched nor disclosed in Canada, Japan and Australia, nor in any other Country where such Offer is not permitted in absence of authorization from the competent authorities or other requirements to be fulfilled by the Offeror (any such country and Canada, Japan and Australia, collectively, the “Other Countries”), neither by using national or international instruments of communication or commerce of the Other Countries (including, by way of illustration, the postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Other Countries’ financial intermediaries or in any other way.
No copy of the Offer Document, or portions thereof, or any copy of any document that the Offeror may issue in relation to the Offer, are being sent, nor shall it be sent or transmitted in any manner, or otherwise distributed, directly or indirectly, in the Other Countries. No party receiving the above documents may distribute, send or transmit them (by mail or any other means or instrument of communication or commerce) to the Other Countries. Acceptances of the Offer resulting from solicitation activities engaged in violation of the above limitations will not be accepted.
The Offer Document and any document that the Offeror may issue in relation to the Offer does not constitute and shall not be interpreted as an offering of financial instruments directed to parties residing in the Other Countries. No instrument may be offered, bought or sold in the Other Countries in the absence of specific authorization in compliance with applicable provisions of the local law of said countries or as an exemption from said provisions.
The acceptance of the Offer by parties residing in countries other than Italy and United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer is solely responsible for complying with such laws and, therefore, before accepting the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own consultants.
Anyone who wishes to enter this section of the website, read the Offer Document and the other documents published therein, must carefully read and fully acknowledge the above.
Notice to U.S. resident shareholders of Engineering - Ingegneria Informatica S.p.A.
The Offer referred to in this notice and on any document on the Engineering website will be made for the Shares of Engineering - Ingegneria Informatica S.p.A., an Italian company with shares listed on the Electronic Stock Market organized and managed by Borsa Italiana S.p.A., and is subject to Italian disclosure and procedural requirements, which are different from those of the United States of America. This notice is neither an offer to purchase nor a solicitation of an offer to sell shares of Engineering - Ingegneria Informatica S.p.A.. At the start of the offer period, as required by applicable law, the Offeror will disclose the Offer Document, which the shareholders of Engineering - Ingegneria Informatica S.p.A. should examine carefully.
The Offer is being made in the United States of America pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act, and otherwise in accordance with the requirements of Italian law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to potential withdrawal rights, the Offer's timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.
By selecting the "key" "ACCEPT" you represent and warrant that currently you are not in the Other Countries, that you are not resident in the Other Countries, and that you have read, understood and agreed to and comply with all the above limitations.