Tender Offer on Kotipizza Group
Access to the information and documents on this website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you access this restricted information.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN CANADA, JAPAN, AUSTRALIA, SOUTH AFRICA OR HONG KONG OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons residing or physically present in Canada, Japan, Australia, South Africa or Hong Kong or in any other jurisdiction in which it would be unlawful. Access to the information and documents contained on this website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Canada, Japan, Australia, South Africa and Hong Kong who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Kotipizza Group Oyj (“Kotipizza”) assumes no responsibility if there is a violation of applicable law or regulations by any person.
The tender offer (the “Tender Offer”) is not being made and the shares will not be accepted for purchase from or on behalf of persons, directly or indirectly in any jurisdiction where making or acceptance of such Tender Offer would be prohibited by applicable laws or regulations or would require any registration, approval or further measures with any regulatory authority not expressly contemplated by the tender offer document. The tender offer document and related acceptance forms as well as other related material will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where it would be prohibited by the applicable laws and regulations. In particular, the Tender Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or the internet) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Canada, Japan, Australia, South Africa or Hong Kong. The Tender Offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within, Canada, Japan, Australia, South Africa or Hong Kong.
Notice to Shareholders in the United Kingdom
The Tender Offer and the information and documents contained on this website are not being made and have not been approved by an authorized person for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (“FSMA”). Accordingly, the information and documents contained on this website are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of the information and documents contained on this website is exempt from the restriction on financial promotions under section 21 of the FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire day to day control of the affairs of a body corporate, or to acquire 50 per cent or more of the voting shares in a body corporate, within article 62 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Notice to U.S. Shareholders
U.S. shareholders are advised that the shares of Kotipizza are not listed on a U.S. securities exchange and that Kotipizza is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder. The Tender Offer is made to Kotipizza’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of Kotipizza to whom an offer is made. Any information documents are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to Kotipizza’s other shareholders.
The Tender Offer is made for the issued and outstanding shares in Kotipizza, which is domiciled in Finland. Information distributed in connection with the Tender Offer is subject to the disclosure requirements of Finland, which are different from those of the United States. In particular, the financial statements and financial information included in the Tender Offer Document have been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.
It may be difficult for Kotipizza’s shareholders to enforce their rights and any claims they may have arising under the federal securities laws, since Orkla and Kotipizza are located in non-U.S. jurisdictions, and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. Kotipizza’s shareholders may not be able to sue Orkla or Kotipizza or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. It may be difficult to compel Orkla and Kotipizza and their respective affiliates to subject themselves to a U.S. court’s judgment.
The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act as a “Tier II” tender offer, and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to the offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and law.
To the extent permissible under applicable law or regulations, Orkla ASA (“Orkla”) and its affiliates or brokers (acting as agents for Orkla or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase or arrange to purchase, the shares of Kotipizza or any securities that are convertible into, exchangeable for or exercisable for such shares of Kotipizza. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Kotipizza of such information. In addition, the financial advisers to Orkla may also engage in ordinary course trading activities in securities of Kotipizza, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, or passed any comment upon the adequacy or completeness of any tender offer document. Any representation to the contrary is a criminal offence in the United States.
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