DISCLAIMER
PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO ACCESS TO THIS SECTION OF THE WEBSITE.
The following contains important information in relation to the total mandatory tender offer (offerta pubblica di acquisto obbligatoria totalitaria) (the “Offer”) for the ordinary shares (the “Shares”) of Saras S.p.A. (the “Issuer”), launched by Varas S.p.A. (the ”Offeror”) and announced with a notice published, pursuant to Article 102, paragraph 1, of Legislative Decree 58/1998 (the “CFA”), on June 18, 2024.
The Offer will be launched in Italy, as the Issuer’s shares are listed exclusively on Euronext Milan and is directed, indiscriminately and on equal terms, to all shareholders of the Issuer.
The Offer will be launched by means of the publication of an offer document subject to the approval of the Commissione Nazionale per le Società e la Borsa (CONSOB) (the “Offer Document”). The Offer Document will contain the full description of the terms and conditions of the Offer, including the terms of acceptance.
To the extent applicable, the Offeror will extend the Offer to the United States of America in compliance with the tender offer rules of the United States of America, including Regulation 14E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as applicable, the “Tier I” exemption or the “Tier II” exemption in respect of securities of foreign private issuers provided by, respectively, Rule 14d-1(c) and Rule 14d-1(d) under the Exchange Act.
An Offer Document translated into English will be made available to the holders of the Shares resident in the United States of America. The English version of the Offer Document will be merely a courtesy translation and the Italian version of the Offer Document will be the only document submitted to Consob for its approval.
The Offer has not been and will not be promoted or disseminated, directly or indirectly, in Australia, Canada, Japan, or any other country in which the Offer is not permitted in the absence of authorization by the competent authorities or other obligations from the Offeror or is in violation of rules or regulations (such countries, including Australia, Canada and Japan, collectively, the “Other Countries”), nor by using international means of communication or commercial instruments (including, but not limited to, the postal service, fax, telex, electronic mail, telephone and Internet) of the Other Countries, nor any facility of any of the financial intermediaries of the Other Countries, nor in any other way.
Acceptance of the Offer by parties who are resident in Other Countries may be subject to specific obligations or restrictions provided by law or regulatory provisions. Parties who wish to accept the Offer bear the exclusive responsibility to comply with those laws and therefore, prior to accepting the Offer, those parties are required to verify their possible existence and applicability, consulting their own advisors.
Anyone who intends to access this section of the website and view the Offer Document and the other documents published therein must read carefully and be fully aware of the information contained therein.
The information included in this section of the website does not represent, nor does it intend to represent, an offer, an invitation or a solicitation to purchase or otherwise acquire, subscribe, sell or otherwise dispose of financial instruments, and no sale, issue or transfer of financial instruments of the Issuer will be made in any Country in breach of the regulations applicable therein. The Offer will be launched through the publication of the Offer Document subject to the approval of CONSOB. The Offer Document will contain the full description of the terms and conditions of the Offer, including the manner in which it can be accepted, which shareholders of the Issuer should review carefully.
Note to US shareholders
The Offer described herein is subject to the applicable laws, rules and regulations of Italy. It is important that U.S. shareholders understand that the Offer and any related offer documents are subject to disclosure and takeover laws, rules and regulations in Italy that may be different from the United States of America.
To the extent applicable, the Offeror will extend the Offer to the United States of America in compliance with the tender offer rules of the United States of America, including Regulation 14E under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and, as applicable, the “Tier I” exemption or the “Tier II” exemption in respect of securities of foreign private issuers provided by, respectively, Rule 14d-1(c) and Rule 14d-1(d) under the Exchange Act.
It may be difficult for U.S. shareholders to enforce their rights and any claim arising out of the U.S. federal securities laws, since each of the Offeror and the Issuer is registered in a country other than the U.S. and some or all of the officers and directors may be residents of a country other than the United States of America. U.S. shareholders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. Further, it may be difficult to compel a non-U.S. company to subject itself to a U.S. court’s judgement.
U.S. shareholders should note that the disclosure and procedural requirements applicable to the Offer differ significantly from those that would be applicable to a tender offer pursuant to the US tender offer rules procedures and laws.
The Offeror and any persons acting in concert pursuant to Article 101-bis, paragraph 4-bis, let. b) of the CFA, may, from time to time, purchase or make arrangements to purchase the Shares outside the Offer, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, in each case, outside of the United States of America and to the extent permissible under applicable laws, rules and regulations, including Rule 14e-5 under the Exchange Act, and in accordance with applicable Italian practice, with the intent of further increasing its shareholding in the Issuer’s share capital. Any such purchases will not be made at prices higher than the Consideration payable in the Offer or on terms more favorable than those offered pursuant to the Offer unless the consideration payable in the Offer is increased accordingly.
Neither the Securities Exchange Commission nor any securities commission in any state of the United States of America has (i) approved or disapproved the Offer; (ii) passed upon the merits of fairness of the Offer; or (iii) passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense in the United States of America.
By selecting the “ACCEPT” button you represent and warrant that you are not physically located or resident in the Other Countries, and that you have read, understood and fully accept and agree to abide by all of the above limitations.