Voluntary Public Takeover Offer by Jiye Auto Parts GmbH to the Shareholders of GRAMMER Aktiengesellschaft
Disclaimer – Legal Notices
You have entered the website which Jiye Auto Parts GmbH (the “Bidder”) has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of GRAMMER Aktiengesellschaft.
Shareholders of GRAMMER Aktiengesellschaft must read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the takeover offer.
Important Legal Information
On 29 May 2018, Jiye Auto Parts GmbH published its decision to make a voluntary public takeover offer to the shareholders of GRAMMER Aktiengesellschaft (the "GRAMMER Shareholders") to acquire all shares in GRAMMER Aktiengesellschaft by way of a voluntary public takeover offer (the "Offer").
On the following pages you will find the offer document, the publication of which was approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – "BaFin") on 22 June 2018 and which contains the terms and conditions of the Offer as well as further provisions concerning the Offer, the publication of the decision to make the Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") dated 29 May 2018, publication of announcements pursuant to Section 23 WpÜG as well as press releases and other information regarding the Offer.
All information contained and documents made available on this website are for information purposes only and to comply with the provisions of 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) and other applicable laws in connection with the Offer. 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. The Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany ("Germany") and certain applicable securities law provisions of the United States of America ("United States") on the implementation of such an offer. The Offer will not be submitted to the review or registration procedures of any securities regulator outside of Germany and has not been approved or recommended by any securities regulator.
GRAMMER Shareholders in the United States should note that the Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act") and the shares of which are not registered under Section 12 of the Exchange Act. The Offer will be made in the United States in reliance on an exemption from certain of the tender offer requirements of the Exchange Act and is principally governed by disclosure and other regulations and procedures of Germany, which are different from those of the United States. To the extent that the Offer is subject to the US securities laws, such laws only apply to holders of GRAMMER Shares in the United States and no other person has any claims under such laws.
If you are resident in a country outside of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since both GRAMMER Aktiengesellschaft and the Bidder are incorporated in Germany and some or all of its officers and directors may be residents of a country other than your country of residency. You may not be able to sue, in a court in your country of residency, a foreign company or its officers or directors for violations of the laws of your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in your country of residency.
To the extent permissible under applicable law or regulation, the Bidder and its affiliates or brokers (acting as agents for the Bidder or its affiliates, as applicable) may from time to time before, during or after the period in which the Offer remains open for acceptance, and other than pursuant to the Offer, directly or indirectly purchase, or arrange to purchase, shares of GRAMMER Aktiengesellschaft, that may be the subject of the Offer, or any securities that are convertible into, exchangeable for or exercisable for shares of GRAMMER Aktiengesellschaft (if any). Any such purchases, or arrangements to purchase, will comply with all applicable German rules and regulations and Rule 14e-5 under the Exchange Act to the extent applicable. Information about such purchases will be disclosed in Germany to the extent required by applicable law. To the extent information about such purchases or arrangements to purchase is made public in Germany, such information also will be deemed to be publicly disclosed in the United States. In addition, the financial advisors to the Bidder may also engage in ordinary course trading activities in securities of GRAMMER Aktiengesellschaft, which may include purchases or arrangements to purchase such securities.
The Offer is not made or is not intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the Offer or of the offer document containing the Offer have been applied for or initiated by the Bidder, or the persons acting in conjunction with the Bidder within the meaning of Section 2 para. 5 sentence 1 and 3 WpÜG, outside of Germany. The Bidder and the persons acting in conjunction with the Bidder therefore do not assume any responsibility for compliance with law other than the laws of the Federal Republic of Germany.
The publication, dispatch, distribution or dissemination of the offer document or other documents connected with the Offer outside of Germany may be subject to legal restrictions. Irrespective of the fact that as a result of the publication of the offer document on the internet, which is compulsory in accordance with Section 14 para. 3 sentence 1 no. 1 WpÜG, the offer document can be accessed globally, the offer document and other documents connected with the 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 Offer outside of Germany. The ability of a shareholder of GRAMMER Aktiengesellschaft who is not located in or a citizen of the Federal Republic of Germany to accept the Offer may be affected by the laws of the jurisdiction in which such shareholder is located or of which such shareholder is a citizen. Shareholders of GRAMMER Aktiengesellschaft who come into possession of the offer document outside of Germany, who wish to accept the Offer outside of Germany and/or who are subject to legal provisions other than those of the Federal Republic of Germany are advised to inform themselves of the applicable legal provisions and to comply with them. The Bidder assumes no responsibility for acceptance of the Offer outside of Germany being permissible under the applicable legal provision.
With the exception of the offer document, the publication ofwhich was approved by the BaFin on 22 June 2018, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in GRAMMER Aktiengesellschaft and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms and conditions of the Offer as well as further provisions regarding the Offer are contained solely in the published offer document. GRAMMER Shareholders are strongly recommended to read the published offer document and all published documents in connection with the Offer, since they contain important information. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.
Announcements or information on, or accessible through, this website may contain forward-looking statements. Such statements do not represent facts and are characterised by words such as "expects", "believes", "estimates", "intends", "seeks", "plans", "anticipates", "potential", including the negative thereof, or words of similar meaning about the expected future business of the Bidder or any other person. Such statements express intentions, opinions or current expectations and assumptions, for example with regard to the potential consequences of the Offer for the Bidder, GRAMMER Aktiengesellschaft, or GRAMMER Shareholders. They are based on the current expectations and are inherently subject to risks, uncertainties and changes in circumstances. 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 above legal notices and information.