Disclaimer – Legal Notices
You have entered the website which AEPF III 15 S.à r.l. has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of Fair Value REIT-AG.
Shareholders of Fair Value REIT-AG are kindly requested to read and acknowledge the following legal notice on this page before going on to the pages containing information about the takeover offer.
Important Legal Information
On 26 February 2018, AEPF III 15 S.à r.l. (the “Bidder”) published its decision to make a voluntary public takeover offer to the shareholders of Fair Value REIT-AG (the “Fair Value Shareholders”) to acquire all shares in Fair Value REIT-AG by way of a voluntary public takeover offer (the “Takeover Offer”).
On the following pages you will find the offer document published on 16 April 2018, the publication of the decision to make the Take-over 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”) and further announcements pursuant to Section 23 WpÜG.
The Takeover Offer relates to the shares of a German company and is subject to the laws of the Federal Republic of Germany, in particular the WpÜG, in conjunction with the German Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (“WpÜG-Angebotsverordnung”). These provisions may differ considerably from the corresponding provisions in the United States of America (the “United States”).
The Takeover Offer is being made in the United States in reliance on the Tier 1 exemption from certain requirements of the U.S. Securities Exchange Act of 1934, as amended, and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Offer is subject to the U.S. securities laws, such laws only apply to Fair Value Shareholders in the United States and no other person has any claims under such laws. It may be difficult for Fair Value Shareholders whose place of residence, seat or place of habitual residence is not Germany to enforce their rights and claims outside of the laws of the country they have their place of residence, seat or place of habitual residence in, since both Fair Value REIT-AG and the Bidder are incorporated in Germany and some or all of their directors may be residents of a country other than the place of residence, seat or place of habitual residence of those Fair Value Shareholders. Further, it may be difficult to compel a foreign company and its affiliated to subject themselves to a judgement of a court in the place of residence, seat or place of habitual residence of those Fair Value Shareholders.
The Takeover Offer is not made or intended to be made pursuant to the provisions of any other legal system. Accordingly, no notifications, registrations, admissions or approvals of the Takeover Offer or of the offer document containing the Takeover Offer have been or will be applied for or initiated outside of the Federal Republic of Germany and the United States by the Bidder and the persons acting jointly with the Bidder. The Bidder and the persons acting jointly with the Bidder therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany and the United States.
The Takeover Offer will not be filed or published pursuant to the laws of any jurisdiction other than the Federal Republic of Germany and the United States.
The Bidder and the persons acting jointly with the Bidder assume no responsibility for the publication, dissemination, dispatch, distribution or circulation of any documents connected with the intended Takeover Offer or the acceptance of the intended Takeover Offer outside the Federal Republic of Germany or the United States being permissible under the provisions of legal systems other than those of the Federal Republic of Germany and the United States. Furthermore, the Bidder and the persons acting jointly with the Bidder assume no responsibility for the non-compliance of third parties with any laws.
The announcements made on this website do not constitute an invitation to make an offer to sell shares in Fair Value REIT-AG. With the exception of the offer document published on 16 April 2018, announcements made on this website also do not constitute an offer to purchase shares in Fair Value REIT-AG. The final terms and provisions regarding the Takeover Offer are exclusively disclosed in the offer document published on 16 April 2018. Fair Value Shareholders are strongly recommended to read the offer document published on 16 April 2018 and all documents in connection with the Takeover Offer as they are published, since they will contain important information.