Disclaimer
Voluntary Public Takeover Offer of MHG Media Holdings GmbH to the shareholders of PROCON MultiMedia Aktiengesellschaft
Important Information
MHG Media Holdings GmbH, Breite Straße 27, 40213 Düsseldorf, has announced to make a voluntary cash tender offer (the “Offer”) for the acquisition of shares of PROCON MultiMedia Aktiengesellschaft, Bredowstraße 34, D-22113 Hamburg, (”PROCON“) in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, the “Takeover Act”), to the shareholders of PROCON (“PROCON Shareholders”). The Offer will be carried out exclusively in accordance with German law, in particular in accordance with the Takeover Act and the Takeover Act Offer Regulations (WpÜG Angebotsverordnung), as well as with the applicable provisions of US securities laws and regulations. Accordingly, no notifications, registrations, authorizations or approvals regarding the Offer and/or the published Offer Document have been applied for or procured or will be applied for or procured outside the Federal Republic of Germany.
The Offer is not intended to be submitted, published or publicly advertised in accordance with the regulations of any country other than the Federal Republic of Germany and the United States. A publication, dissemination, distribution or circulation of the Offer Document or a summary or any other description of the terms contained in the Offer Document outside the Federal Republic of Germany and the United States of America may be subject to local legal restrictions.
The Offer Document and a translation of the Offer Document in the English language, the latter of which was not reviewed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), has been published on this website and is also available free of charge from WestLB AG, Herzogstraße 15, D-40217 Düsseldorf, Telefax No.: +49 211 826-6815. Except for the foregoing and the announcement in the German Electronic Federal Gazette (Elektronischer Bundesanzeiger) regarding the publication on the internet and regarding the availability of the Offer Document and of an English translation free of charge from WestLB AG in accordance with the provisions of the Takeover Act and the applicable provisions of US Federal Securities laws and regulations as well as the publication and distribution of the Offer Document at the instigation of or with the express permission of MHG Media Holdings GmbH, none of the Offer Document, a summary nor any other description of the terms contained in the Offer Document shall be published, disseminated, distributed or circulated outside the Federal Republic of Germany and the United States of America directly or indirectly by third parties insofar as prohibited by the applicable provisions of the relevant foreign country, or requires to comply with administrative proceedings or grant of permission or compliance with other conditions under the laws of a foreign country. MHG Media Holdings GmbH and persons acting jointly with it within the meaning of sec. 2 para. 5 of the Takeover Act (“Persons Acting Jointly”) do not warrant that the publication, dissemination, distribution or circulation of the Offer Document outside the Federal Republic of Germany and the United States complies with the laws applicable in the respective countries.
Acceptance of the Offer outside the Federal Republic of Germany and the United States may be subject to legal restrictions. PROCON Shareholders who acquire a copy of the Offer Document outside the Federal Republic of Germany or the United States of America and who wish to accept this Offer outside those countries, or whose acceptance of the Offer could be subject to jurisdictions other than that of the Federal Republic of Germany or the United States for any other reason are requested to obtain information regarding the applicable laws in force outside the Federal Republic of Germany and the United States and to comply with them. MHG Media Holdings GmbH and Persons Acting Jointly with it do not warrant that the acceptance of this Offer outside the Federal Republic of Germany and the United States complies with the laws applicable in the respective countries. Additionally, MHG Media Holdings GmbH and Persons Acting Jointly with it accept no responsibility for non-compliance with foreign laws by third parties.
PROCON Shareholders with residence, seat or habitation outside the Federal Republic of Germany or the United States are requested to take note of the section “Acceptance of the Offer outside the Federal Republic of Germany and the United States” in the Offer Document. PROCON Shareholders with residence, seat or habitation in the United States are also requested to take note of the section “Additional information for U.S. shareholders” in the Offer Document.
Please note that, unless otherwise expressly indicated or required by applicable laws and regulations, the information contained on this website and the documents available via this website will not be continuously updated. All statements, opinions, intentions and forward-looking statements contained in the Offer Document are based on information and plans available and are made on the basis of certain assumptions of MHG Media Holdings GmbH at the time of the preparation of the Offer Document, all of which could change in the future and are subject to uncertainties and risks.