Access to the information and documents on this website is restricted for regulatory reasons.
You are requested to review the following information and make the following confirmation each time you access this restricted information.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in Australia, Canada, Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), Japan, New Zealand or South Africa or in any other jurisdiction in which it would be unlawful. Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Technopolis Plc (“Technopolis”) assumes no responsibility if there is a violation of applicable law or regulations by any person.
The tender offer (the “Tender Offer”) is made for all of the issued and outstanding shares in Technopolis, a Finnish company, which are not held by Technopolis or its subsidiaries (the “Shares”). The Tender Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of persons, directly or indirectly, in any jurisdiction where making or acceptance of such Tender Offer would be prohibited by applicable laws or regulations or would require any registration, approval or further measures with any regulatory authority not expressly contemplated by the tender offer document (the “Tender Offer Document”). The Tender Offer Document and related acceptance forms as well as other related material will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where it would be prohibited by the applicable laws or regulations. In particular, the Tender Offer is not being made, directly or indirectly, in or into (including by use of, or by any means or instrumentality, including without limitation e-mail, post, facsimile transmission, telephone or internet, of interstate or foreign commerce, or any facilities of a national securities exchange) Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Any purported acceptance of the Tender Offer resulting directly or indirectly from a violation of these restrictions will be invalid.
The completion of the Tender Offer is subject to the condition, among other things, that it has been validly accepted with respect to Shares representing, together with any Shares otherwise held by Kildare Nordic Acquisitions S.à r.l (the “Offeror”) prior to the announcement of the final result of the Tender Offer, on a fully diluted basis more than 90 percent of the Shares and voting rights in Technopolis as more fully described in the Tender Offer Document. The Offeror, however, reserves the right to waive or lower this condition. In that case, the Offeror may hold a simple majority of the share capital or voting rights of Technopolis but may not have sufficient holdings to determine alone the outcome of corporate decisions that require a two-thirds majority of shareholders’ votes. Technopolis’ tendering shareholders should withdraw tendered securities immediately if their willingness to tender into the Tender Offer would be affected by the reduction or waiver of the voluntary overall acceptance threshold.
Notice to Shareholders in the United States
U.S. shareholders are advised that shares in Technopolis are not listed on a U.S. securities exchange and that Technopolis 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 Tender Offer is made to Technopolis’ shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Technopolis to whom an offer is made. Any information documents, including the Tender Offer Document, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Technopolis’ other shareholders.
Information distributed in connection with the Tender Offer is subject to disclosure requirements of Finland, which are different from those of the United States. The financial statements and financial information included on this website have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.
It may be difficult for Technopolis’ shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since the Offeror and Technopolis are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Technopolis’ shareholders may not be able to sue the Offeror or Technopolis or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel the Offeror and Technopolis and their respective affiliates to subject themselves to a U.S. court’s judgment.
The Tender Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender 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.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for such Shares. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Technopolis of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of Technopolis, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of the Tender Offer Document. Any representation to the contrary is a criminal offence in the United States.
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