Fortum’s investment in Uniper
You have entered the website which Fortum Deutschland SE (formerly Karemi Charge and Drive SE) has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of Uniper SE.
Shareholders of Uniper SE are kindly requested to read and acknowledge the following legal notice on this page before going on to the pages containing information about the takeover offer.
Important Legal Information
On 26 September 2017, Fortum Deutschland SE (the "Bidder") published its decision to make a voluntary public takeover offer to the shareholders of Uniper SE (the "Uniper Shareholders") to acquire all no par value registered shares of in Uniper SE (the "Uniper Shares") by way of a voluntary public takeover offer (the "Takeover Offer").
On the following pages you will find the offer document published on 7 November 2017, which contains the terms and conditions of the Takeover Offer as well as further provisions concerning the Takeover Offer, 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"), the publications pursuant to Section 23 WpÜG as well as press releases and other information regarding the Takeover Offer.
The Takeover Offer to the Uniper Shareholders for the acquisition of all Uniper Shares is implemented solely in accordance with German law, in particular the provisions of the WpÜG, and certain applicable securities law provisions of the United States of America (the "United States"), including Rules 14d-1(d), 14e-1, 14e-2, and 14e-5 under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), relying on the Tier II exemption available thereunder, including relevant provisions allowing purchases outside of the Takeover Offer.
The legal provisions of the Federal Republic of Germany on the implementation of such a takeover offer differ significantly from the corresponding U.S. legal provisions. It may be difficult for shareholders whose place of residence, seat or place of habitual abode is in the United States (the "U.S. shareholders") to enforce their rights and claims under U.S. federal securities laws, since both Uniper SE and the Bidder have their seat outside the United States. U.S. shareholders may not be able to sue a company with its seat outside of the United States, nor its officers or directors who are resident outside the United States before a court outside the United States for violations of U.S. securities laws. Furthermore, it may be difficult to enforce the decisions of a U.S. court against a company having its seat outside the United States.
To the extent permissible under applicable law or regulation, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time before, during or after the period in which the Takeover Offer remains open for acceptance, and other than pursuant to the Takeover Offer, directly or indirectly purchase, or arrange to purchase, shares of Uniper SE, that may be the subject of the Takeover Offer, or any securities that are convertible into, exchangeable for or exercisable for shares of Uniper SE. Any such purchases, or arrangements to purchase, will be made outside the United States and will comply with all applicable German rules and regulations and all applicable rules under the Exchange Act to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of Uniper SE, which may include purchases or arrangements to purchase such securities.
The Takeover Offer is not made or is not intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer have been applied for or initiated by the Bidder or the persons acting in conjunction with the Bidder within the meaning of section 2 para. 5 sentence 1 and 3 WpÜG outside of the Federal Republic of Germany and the United States. 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 and the United States.
The publication, dispatch, distribution or dissemination of the offer document or other documents connected with the Takeover Offer outside the Federal Republic of Germany may be subject to legal restrictions. Irrespective of the fact that as a result of the publication of the offer document on the internet, which is compulsory in accordance with Sec. 14 para. 3 sentence 1 no. 1 WpÜG, the offer document can be accessed globally, the offer document and other documents connected with the Takeover Offer may not be dispatched to, or disseminated, distributed or published in, countries where this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document or other documents connected with the Takeover Offer outside the Federal Republic of Germany. The ability of a shareholder of Uniper SE who is not located in or a citizen of the Federal Republic of Germany to accept the Takeover Offer may be affected by the laws of the jurisdiction in which such shareholder is located or of which such shareholder is a citizen. Shareholders of Uniper SE who come into possession of the offer document outside the Federal Republic of Germany, who wish to accept the Takeover Offer outside the Federal Republic of Germany and/or who are subject to legal provisions other than those of the Federal Republic of Germany are advised to inform themselves of the applicable legal provisions and to comply with them. The Bidder assumes no responsibility for acceptance of the Takeover Offer outside the Federal Republic of Germany being permissible under the applicable legal provision.
All information contained on, or accessible through, this website is for information purposes as well as the purpose of complying with the provisions of the WpÜG, the pertinent regulation (WpÜG-Angebotsverordnung) and other legal requirements applicable in relation to the Takeover Offer, including the corresponding U.S. legal provisions. The Bidder does not assume any obligation to keep the information and documents which are made available up to date unless required by applicable laws. An offer to purchase Uniper Shares is only made by publishing the offer document and is exclusively subject to its terms and conditions. Otherwise the information contained on this website and the documents accessible through this website do not constitute an offer to the Uniper Shareholders to purchase, or an invitation to make an offer to sell, Uniper Shares, and do not contain, and are not for the purposes of the Bidder making any representations or entering into any other legal commitments. To the extent legally permissible, the Bidder reserves the right to change the terms and conditions of the Takeover Offer.
Announcements or information on, or accessible through, this website may contain forward-looking statements. Such statements do not represent facts and are characterised by words such as "expects", "believes", "estimates", "intends", "seeks", "plans", "anticipates", "potential", including the negative thereof, or words of similar meaning about the expected future business of the Bidder or any other person. Such statements express intentions, opinions or current expectations and assumptions, for example with regard to the potential consequences of the Takeover Offer for the Bidder, Uniper SE, or Uniper Shareholders. They are based on the current expectations and are inherently subject to risks, uncertainties and changes in circumstances. These expectations or any forward-looking statements could prove to be incorrect, and outcomes usually cannot be influenced by the Bidder or the persons acting jointly therewith pursuant to Section 2 para. 5 WpÜG. It should be kept in mind that actual events or consequences may differ materially from expectations.
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