|English | German|
Fosun International Limited
Voluntary Public Takeover Offer of Fosun International Limited
to the Shareholders of TOM TAILOR Holding SE
Disclaimer – Legal Notices
You have entered the website which Fosun International Limited has designated for the publication of documents and information in connection with its voluntary public takeover offer pursuant to the German Securities Acquisition and Trading Act (Wertpapiererwerbs- und Übernahmegesetz) for all shares of TOM TAILOR Holding SE not already directly held by Fosun International Limited.
Shareholders of TOM TAILOR Holding SE are kindly requested to read and acknowledge the following legal notice and to confirm, at the bottom of this page, notice of them below on this page before going on to the website containing information about the takeover offer.
Important Legal Notices
The following website (the "Website") is designated for the voluntary public takeover offer (freiwilliges öffentliches Übernahmeangebot) by way of a cash offer (Barangebot) (the "Offer") made by Fosun International Limited, a limited company existing under the laws of the Hong Kong Special Administrative Region of the People"s Republic of China ("Hong Kong"), that was founded in Hong Kong and is subject to the jurisdiction of Hong Kong, having its registered office at Room 808, ICBC Tower, 3 Garden Road, Central, Hong Kong, registered with the Hong Kong Companies Registry under no. 942079 (the "Bidder"), to the shareholders of TOM TAILOR Holding SE, a European Company (Societas Europae (SE)) existing under the laws of the Federal Republic of Germany ("Germany") and subject to German jurisdiction, having its registered office at Garstedter Weg 14, 22453 Hamburg, Germany, registered with the commercial register (Handelsregister) of the local court (Amtsgericht) of Hamburg, Germany, under HRB 146032 ("TOM TAILOR"), according to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs und Übernahmegesetz – "WpÜG"). The Offer refers to the acquisition of all no-par value registered shares (ordinary shares) of TOM TAILOR not already directly held by the Bidder with the International Securities Identification Number DE000A0STST2, and each with a notional interest in the share capital of EUR 1.00 (each a "TOM TAILOR Share" and collectively, the "TOM TAILOR Shares") including all ancillary rights associated therewith at the time of the settlement of the Offer and is directed to all shareholders of TOM TAILOR (the "TOM TAILOR Shareholders").
On the Website you will find (i) the publication of the decision of the Bidder to launch the Offer in accordance with Section 10 para. 1 sent. 1 and para. 3 in conjunction with Sections 29 para. 1, 34 WpÜG dated 19 February 2019, (ii) the offer document published on 1 April 2019, which contains the terms and conditions of the Offer and (iii) the publication of announcements pursuant to Section 23 WpÜG as well as other documents and announcements regarding the Offer. The offer document will be published on the Website without undue delay as soon as the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) has permitted the publication of the offer document.
The Offer is launched exclusively under the rules of law of Germany and certain provisions of the securities laws of the United States of America (the "United States", "U.S." or "USA") applicable to cross-border tender offers, in particular the WpÜG and the German Regulation on the Content of the Offer Document, the Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots – "WpÜG-AngebV"), as well as certain provisions of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Regulation 14E promulgated by the U.S. Securities and Exchange Commission ("SEC") thereunder. With the Offer, the Bidder is not making a public offer according to any laws other than those of Germany and the United States (to the extent applicable). Thus, no other publications, registrations, admissions or approvals of the offer ddocument and/or the Offer outside of Germany have been filed, arranged for or granted. TOM TAILOR Shareholders cannot, therefore, rely on legal provisions for the protection of investors pursuant to legal systems other than Germany. Any contract that is concluded with the Bidder through the acceptance of the Offer shall be governed exclusively by the laws of Germany and shall be interpreted in accordance with such laws.
Outside Germany, neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sent. 1 and 3 WpÜG will engage in or otherwise facilitate the public marketing of the Offer. The publication, transmission, distribution or dissemination of the offer document or other documents associated with the Offer outside Germany may generally lead to the application of laws of jurisdictions other than those of Germany. The publication, transmission, distribution or dissemination of the offer document in these other jurisdictions may be subject to legal restrictions. The offer document and other documents associated with the Offer may therefore not be published, transmitted to, distributed or disseminated in any jurisdiction by third parties, if and to the extent that such publication, transmission, distribution or dissemination would violate applicable laws or depend on observing regulatory procedures or the granting of approvals or the satisfaction of additional conditions when these have not been observed, granted or satisfied. The Bidder has not approved the publication, transmission, distribution or dissemination of the offer document or other documents associated with the Offer by third parties outside Germany, the European Union (the "EU"), the European Economic Area (the "EEA") or the United States.
The Offer may be accepted by all domestic and foreign TOM TAILOR Shareholders (including those with a domicile, registered office or habitual abode in Germany, the EU or the EEA or the United States) in accordance with the offer document and the relevant applicable laws. However, the Bidder notes that the acceptance of the Offer outside of Germany and the United States may be subject to legal restrictions. TOM TAILOR Shareholders who obtain the offer document outside of Germany or the United States and intend to accept the Offer outside of Germany, the United States and/or under legal provisions other than those of Germany and the United States are recommended to inform themselves about the relevant applicable legal provisions and to abide by them. Neither the Bidder nor persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sent. 1 and 3 WpÜG assume responsibility for the permissibility of the acceptance of the Offer outside of Germany, the EU, the EEA, or the United States according to the relevant applicable legal provisions.
The Offer is being made in the United States in compliance with certain applicable provisions of the Exchange Act and Regulation 14E promulgated by the SEC thereunder. The Offer relates to shares in a German company and is subject to the laws of Germany on the implementation and publication requirements relating to such an offer. These laws differ significantly from the corresponding laws in the United States and other jurisdictions. For example, the payment and settlement procedures of the Offer are governed by the pertinent German laws, which differ from the standard payment and settlement procedures in the United States or other jurisdictions, in particular with regard to the timing of the payment of the offer consideration.
Neither the SEC nor any state securities commission in the United States have approved or disapproved the Offer or passed upon the adequacy or completeness of the offer cocument or any other documentation relating to the Offer. It may be difficult for TOM TAILOR Shareholders with a place of residence, registered office or place of habitual abode in the United States to assert their rights and claims under U.S. securities laws as both TOM TAILOR and the Bidder have their registered office outside the United States. TOM TAILOR Shareholders with a place of residence, registered office or place of habitual abode in the United States may not be in a position to file suits for violations of U.S. securities regulations in a court outside the United States against a company with a registered office outside the United States or against members of the governing bodies of a company based outside the United States. There may be further problems in enforcing orders of a U.S. court outside the United States.
All information contained on, or accessible through, the Website is for information purposes as well as the purpose of complying with the provisions of the WpÜG, the WpÜG Offer Ordinance and other legal requirements applicable in relation to the Offer. The Bidder and the persons acting in conjunction with the Bidder do not assume any obligation to keep the information and documents which are made available up to date unless required by applicable laws.
The terms and conditions of the Offer are set out in the offer document solely. The final terms of the Offer may differ from the general information described on the following pages. TOM TAILOR Shareholders are strongly advised to read the offer document and all other published documents relating to the Offer as they contain important information. The Bidder reserves the right to change the terms and conditions of the Offer to the extent legally permissible.
With the exception of the offer to TOM TAILOR Shareholders contained in the offer document, the information contained on the Website and the documents available on the Website do not constitute an invitation to make an offer to sell or purchase TOM TAILOR Shares and do not constitute or imply an assurance or any other legal obligation on the part of the Bidder.
Announcements or information on, or accessible through, the Website may contain statements about the Bidder or TOM TAILOR 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. The Bidder 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 sector in which the Bidder and/or TOM TAILOR operate and the outcome or impact of the proposed acquisition on the Bidder and/or TOM TAILOR may differ materially from those made in or suggested by the forward-looking statements contained in announcements or information on, or accessible through, the 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 in conjunction with the Bidder. It should be kept in mind that actual events or consequences may differ materially from expectations.
By selecting the “I confirm” button, you warrant that you have read and understood the legal notice above.