LEGAL NOTICE – IMPORTANT
Access to the Takeover Offer
Please read this notice carefully.
You have entered the website which E.ON Verwaltungs SE has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of innogy SE pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) (the "Takeover Offer").
Shareholders of innogy 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 12 March 2018, E.ON Verwaltungs SE (the “Bidder”) published its decision to make a voluntary public takeover offer to the shareholders of innogy SE (the "innogy Shareholders") to acquire all no par value bearer shares (auf den Inhaber lautende Stückaktien) in innogy SE (the "innogy Shares") by way of a voluntary public takeover offer.
The Takeover Offer published on this website is exclusively made on the basis of the terms set out in the offer document whose publication has been approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on 26 April 2018. The Takeover Offer has been completed in the meantime.
The Takeover Offer to the innogy Shareholders for the acquisition of all innogy Shares will be 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").
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 innogy 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, and in accordance with German market practice, E.ON Verwaltungs SE or brokers acting on its behalf may from time to time make certain purchases of, or arrangements to purchase, directly or indirectly, innogy Shares or any securities that are immediately convertible into, exchangeable for, or exercisable for, innogy Shares, other than pursuant to the Takeover Offer, before, during or after the period in which the offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required by law or regulation in Germany or other relevant jurisdictions or by the provisions of the offer document.
The Takeover Offer is neither made nor intended to be made pursuant to the provisions of any other legal system. No registrations, admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer will be applied for or initiated by the Bidder or the persons acting jointly with the Bidder within the meaning of section 2 para. 5 sentence 1 and 3 WpÜG outside of the Federal Republic of Germany. The Bidder and the persons acting jointly 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, the European Economic Area, the United States and Canada may be subject to legal restrictions. 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 European Economic Area, the United States and Canada. The ability of a shareholder of innogy SE who is not located in or a citizen of the Federal Republic of Germany, the European Economic Area, the United States and Canada 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. innogy Shareholders who come into possession of the offer document outside the Federal Republic of Germany, the European Economic Area, the United States and Canada, who wish to accept the Takeover Offer outside the Federal Republic of Germany, the European Economic Area, the United States and Canada and/or who are subject to legal provisions other than those of the Federal Republic of Germany, the European Economic Area, the United States and Canada 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, the European Economic Area, the United States and Canada being permissible under the applicable legal provisions.
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 innogy Shares is only made by publication of 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 innogy Shareholders to purchase, or an invitation to make an offer to sell, innogy 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 statements about the Bidder, E.ON Group, or innogy SE that may be “forward-looking statements”. Forward-looking statements include, without limitation, statements that typically contain words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “believe”, “hope”, “aims”, “continue”, “will”, “may”, “should”, “would”, “could”, or other words of similar meaning. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. E.ON Verwaltungs SE cautions you that forward-looking statements are not guarantees of the occurrence of such future events or of future performance and that in particular the actual results of operations, financial condition and liquidity, the development of the industry in which the Bidder, E.ON Group, and innogy SE operate and the outcome or impact of the proposed acquisition on the Bidder, E.ON Group, and/or innogy SE may differ materially from those made in or suggested by the forward-looking statements contained in announcements or information on, or accessible through, this website. 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.I hereby confirm that I have read the preceding disclaimer and information.