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Voluntary public takeover offer of Andritz Beteiligungsgesellschaft IV GmbH to the shareholders of Schuler Aktiengesellschaft
You have accessed the website which contains documents and information in connection with the voluntary public takeover offer to the shareholders of Schuler Aktiengesellschaft.
Shareholders of Schuler Aktiengesellschaft are kindly requested to confirm that they have read the following legal information in order to access the website regarding the voluntary public takeover offer.
On May 29, 2012, Andritz Beteiligungsgesellschaft IV GmbH (the “Offeror”), a wholly-owned subsidiary of Andritz AG, Stattegger Strasse 18, A-8045 Graz, Austria, published its decision to make an offer to the shareholders of Schuler Aktiengesellschaft (the “Schuler shareholders”) to acquire their shares in Schuler Aktiengesellschaft by way of a voluntary public takeover offer (the “Takeover offer”) pursuant to Section 29 Para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”).
On the following pages you will find publications as well as further information in connection with the takeover offer pursuant to Section 29 (1) WpÜG. The takeover offer is made to all Schuler shareholders and refers to the acquisition of all issued shares in Schuler Aktiengesellschaft that are not already held by the Offeror.
All information contained on or accessible through this website is for information purposes as well as for the purpose of complying with the provisions of the WpÜG in conjunction with the German ordinance on the contents of offer documents, the consideration payable in relation to takeover offers and mandatory offers, and exemptions from the obligation to publish and submit an offer (together referred to as the “German Takeover Law”). The information contained on this website and the documents accessible through this website are not for the purposes of the Offeror making any representations or entering into any other binding legal commitments. In particular, such information and documents do not constitute an offer to the Schuler shareholders to purchase nor an invitation to issue an offer to sell shares in Schuler Aktiengesellschaft. An offer to purchase shares in Schuler Aktiengesellschaft is only made by publishing the offer document and is exclusively subject to its terms and conditions. To the extent legally permissible, Andritz Beteiligungsgesellschaft IV GmbH reserves the right to change the terms and conditions of the takeover offer. Schuler shareholders are strongly advised to read and to review the offer document in detail, as well as all other relevant documents regarding the takeover offer at their earliest convenience after these documents are published as they will contain important information, and to seek independent advice where appropriate in order to reach a reasoned decision in respect of the content of the offer document and the takeover offer itself.
The takeover offer is made solely pursuant to German law, in particular pursuant to the German Takeover Law. The Offeror does not make the takeover offer under any other jurisdiction than that of the Federal Republic of Germany. Other than in the Federal Republic of Germany, no further registrations, authorisations or approvals of the takeover offer have been procured, granted or applied for. The Offeror and the persons acting in concert with the Offeror pursuant to Section 2 Para 5 WpÜG therefore do not assume any responsibility for compliance with any laws other than those of the Federal Republic of Germany. Thus, Schuler shareholders cannot rely on the application of any other laws protecting investors.
Irrespective of the foregoing the takeover offer can be accepted by all Schuler shareholders in accordance with the terms of the offer document and the respective applicable statutory provisions.
If any announcements or information on this website contain forward-looking statements, such statements do not represent facts and are characterised by words such as “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Offeror and the persons acting in concert with the Offeror pursuant to Section 2 Para. 5 WpÜG, for example with regard to the potential consequences of the takeover offer for Schuler Aktiengesellschaft, for those Schuler shareholders who choose not to accept the takeover offer or for future financial results of Schuler Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which the Offeror and the persons acting in concert with the Offeror pursuant to Section 2 Para. 5 WpÜG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Offeror or the persons acting in concert with the Offeror pursuant to Section 2 Para. 5 WpÜG. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.