Important Information regarding the Mandatory Offer of AOC Health GmbH to the Shareholders of Vita 34 AG
You have accessed the website which contains documents and information regarding the mandatory offer (“Mandatory Offer”) by AOC Health GmbH (“Bidder”) to the shareholders of Vita 34 AG (“Vita 34”).
The Mandatory Offer published on the following pages is addressed to the shareholders of Vita 34 AG (“Vita-34 Shareholders”) and relates to the acquisition of all their no-par value registered shares in Vita 34 AG (“Vita 34-Shares”).
In order to access further information in connection with the Mandatory Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.
On the following pages you will find the publication of the attainment of control over Vita 34 by the Bidder and the companies and persons controlling the Bidder in accordance with Section 35 (2) in conjunction with Section 10 (3) of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) dated May 25, 2020 as well as the offer document, press releases and other information regarding the Mandatory Offer. The Mandatory Offer is being implemented exclusively in accordance with the statutory provisions of the Federal Republic of Germany as well as to certain applicable securities laws of the United States of America (“U.S.A.”), in particular the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) as well as the applicable provisions of the U.S. Securities Exchange Act of 1934 as currently amended. The Mandatory Offer is 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 have been or will be applied for or initiated outside of the Federal Republic of Germany. The Bidder and the persons acting jointly with the Bidder within the meaning of Section 2 (5) WpÜG (“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 or applicable securities laws of the U.S.A.
The Takeover 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 U.S.A.
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 Mandatory Offer outside the Federal Republic of Germany, the member states of the European Union, the European Economic Area and the U.S.A. being compatible with the applicable requirements of jurisdictions other than those of the Federal Republic of Germany. 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 Vita 34 Shares. With the exception of the offer document pursuant to the provisions of the WpÜG, announcements made on this website also do not constitute an offer to purchase Vita 34 Shares.
To the extent permissible under applicable law or regulation, and in accordance with German market practice, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates) may purchase, or conclude agreements to purchase, Vita 34 Shares, directly or indirectly, outside of the scope of the Mandatory Offer, before, during or after the period in which the offer remains open for acceptance. This applies to other securities which are convertible into, exchangeable for, or exercisable for shares in Vita 34. These purchases may be completed via the stock exchange at market prices or outside the stock exchange at negotiated conditions. Any information on such purchases will be disclosed as required by law or regulation in Germany or any other relevant jurisdiction.
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” and similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the Persons Acting Jointly With The Bidder. The forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the Persons Acting Jointly With The Bidder have made to the best of their knowledge, but which do not make any claim of correctness for 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 Jointly With The Bidder. It must be taken into account that the future events or consequences may be materially different from those contained in or expressed by such forward-looking-statements.
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