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 resident 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 the following websites 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. Sponda Plc (“Sponda”) assumes no responsibility if there is a violation of applicable law or regulations by any person.
The tender offer is not being made directly or indirectly in any jurisdiction where prohibited by applicable law and the tender offer document and related acceptance forms will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where prohibited by applicable law. 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 electronic transmission by way of the internet or otherwise) 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. No holder, or any person acting for the account or benefit of a holder, in Canada, Japan, Australia, South Africa or Hong Kong will be permitted to accept the tender offer.
Notice to Shareholders in the United States
U.S. shareholders are advised that Sponda’s shares are not listed on a U.S. securities exchange and that Sponda is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “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 Sponda’s shareholdes resident in the United States on the same terms and conditions as those made to all other shareholders of Sponda 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 Sponda’s other shareholders.
The tender offer is made for the shares in Sponda, a Finnish company. Information distributed in connection with the tender offer and the combination is subject to disclosure requirements of Finland, which are different from those of the United States. The financial information included on this website has been prepared in accordance with accounting standards in Finland, which may not be comparable to the financial statements or financial information of United States companies.
It may be difficult for Sponda’s shareholders to enforce their rights and any claim they may have arising under the federal securities laws, since Polar Bidco S.à r.l. (the “Offeror”) and Sponda 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. Sponda’s shareholders may not be able to sue the Offeror or Sponda 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 the Offeror and Sponda and their respective affiliates to subject themselves to a U.S. court’s judgment.
The Tender Offer will be made in the United States pursuant to Section 14(e) and Regulation 14E under the 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 withdrawal rights, 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, the Offeror and its affiliates or brokers (acting as agents for the Offeror 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, shares of Sponda, that are the subject of the tender offer or any securities that are convertible into, exchangeable for or exercisable for such shares. 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 Sponda of such information. In addition, the financial advisors to the Offeror may also engage in ordinary course trading activities in securities of Sponda, 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 the tender offer document. Any representation to the contrary is a criminal offence in the United States.
Any extension of the tender offer into, or any separate tender offer, in the United States will be made solely under the accompaniment of a dealer-manager that is a broker-dealer registered under the Act.
By clicking on the link below, you confirm that you have read, understand and agree to comply with all of the restrictions set forth above and that your country of residence and current location is not Canada, Japan, Australia, South Africa, Hong Kong or any other jurisdiction in which such a distribution or such access is unlawful.