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Additional U.S. information
The Acquisition relates to the securities of an English company and is subject to UK procedural and disclosure requirements that are different from those of the United States. If made by means of a scheme of arrangement as proposed, neither the proxy solicitation nor the tender offer rules under the U.S. Exchange Act of 1934, as amended, will apply to the Recommended Offer. Moreover, the Recommended Offer will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements of the U.S. proxy solicitation rules and tender offer rules.
Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Acquisition, since Bidco and Devro are located in a country other than the United States, and some or all of their respective officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Bidco, Devro or their respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel Bidco, Devro and/or their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
You should be aware that Bidco may purchase or arrange to purchase Devro shares otherwise than under any offer or scheme related to the Acquisition, such as in the open market or privately negotiated purchases.
Any securities which may be issued pursuant to the Acquisition (the “Transaction Securities”) will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) or the securities law of any state or other jurisdiction of the United States, and will be offered and sold in reliance on certain exemptions from registration under the U.S. Securities Act. Absent such registration, neither these securities nor any interest or participation therein may be offered, sold assigned, transferred, pledged, encumbered or otherwise disposed of, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act, and in compliance with any applicable securities laws of any state or other jurisdiction of the United States.
This Microsite and the Information contained in it may contain statements about Bidco and Devro that are or may be deemed to be forward looking statements.
All statements other than statements of historical facts may be forward looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “may”, “anticipates”, “estimates”, “projects” or words or terms of similar substance or the negative thereof, are forward looking statements. Forward looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Bidco or Devro’s operations and potential synergies resulting from the Acquisition; and (iii) the effects of government regulation on Bidco or Devro’s business.
These forward-looking statements are not guarantees of future performance. Such forward-looking statements involve known and unknown risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Acquisition, as well as additional factors, such as changes in political and economic conditions, changes in the level of capital investment, retention of key employees, changes in customer habits, success of business and operating initiatives and restructuring objectives, impact of any acquisitions or similar transactions, changes in customers’ strategies and stability, competitive product and pricing measures, changes in the regulatory environment, fluctuations of interest and exchange rates, the outcome of any litigation . Due to such uncertainties and risks, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the document within which the statement is contained. All subsequent oral or written forward-looking statements attributable to Bidco or Devro or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. Bidco or Devro disclaim any obligation to update any forward-looking or other statements contained in in this Microsite, except to the extent required by applicable law or regulation, including the Takeover Code, the rules made by the Financial Conduct Authority under Part VI of the Financial Services and Markets Act 2000 and the AIM Rules of the London Stock Exchange.