Disclaimer Legal Notices
You have entered the website which Acceleratio Capital N.V. has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of GfK SE.
Shareholders of GfK SE 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 8 December 2016, Acceleratio Capital N.V. (the "Bidder") published its decision to make a voluntary public takeover offer to the shareholders of GfK SE (the "GfK Shareholders") to acquire all shares in GfK SE by way of a voluntary public takeover offer (the "Takeover Offer").
On the following pages you will find the offer document, published 21 December 2016, which contains the terms and conditions of the Takeover Offer as well as further provisions concerning the Takeover Offer, the publication of the decision to make the Takeover 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"), publication of announcements pursuant to Section 23 WpÜG as well as press releases and other information regarding the Takeover Offer. The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover 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.
GfK Shareholders in the United States (the "U.S. Shareholders") should note that the Takeover Offer is 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 Takeover Offer is being made in the United States in reliance on the Tier 1 exemption from certain requirements of the Exchange Act 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 Takeover Offer is subject to U.S. securities laws, such laws only apply to holders of GfK shares in the United States, and no other person has any claims under such laws.
If you are residing 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 GfK is 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 of your country of residency.
The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Takeover Offer may not be dispatched to or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
The announcements made on this website do not constitute an invitation to make an offer to sell shares in GfK SE. With the exception of the offer document published 21 December 2016, announcements made on this website also do not constitute an offer to purchase shares in GfK SE. The terms and conditions of the Takeover Offer as well as further provisions regarding the Takeover Offer are contained solely in the offer document published 21 December 2016. The final terms of the Takeover Offer may differ from the basic information described on the following pages. GfK Shareholders are strongly recommended to read the offer document published 21 December 2016 and all documents in connection with the Takeover Offer as they are published, since they will contain important information.
I hereby confirm that I have read the above legal notices and information.