Voluntary public purchase offer to the shareholders of NÜRNBERGER Beteiligungs-AG
Disclaimer – Legal Notices
You have entered the website which VIENNA INSURANCE GROUP AG Wiener Versicherung Gruppe (the “Bidder”) has designated for the publication of documents and information in connection with its public purchase offer for the acquisition of all registered no-par value shares (auf den Namen lautende Stückaktien) in NÜRNBERGER Beteiligungs-AG (the “Offer”).
Shareholders of NÜRNBERGER Beteiligungs-AG are requested to read the following legal information and to confirm on this page that they have read it before they are redirected to the pages containing documents and notifications in connection with the Offer.
Important Legal Notice
The Bidder has published its decision to offer to the shareholders of NÜRNBERGER Beteiligungs-AG (the “NBG Shareholders”) to acquire all shares in NÜRNBERGER Beteiligungs-AG (the “NBG Shares”) by way of a public purchase offer. On this website, you will find the publication of the decision to make the Offer as well as other information regarding the Offer.
The Offer relates to shares in a German stock corporation (Aktiengesellschaft). The Offer will be implemented solely in accordance with German law.
Since the NBG Shares are not admitted to trading on any organized market within the meaning of Sec. 2 para. 7 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - “WpÜG“) as required in Sec. 1 para. 1 WpÜG, the WpÜG and the German Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and Launch an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots - “WpÜG-Offer Regulation“) do not apply to the Offer. The Offer is not subject to review or registration proceedings of any securities regulator neither in nor outside the Federal Republic of Germany, and has not been approved or recommended by any such securities regulator including the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht).
The Offer is not being made to NBG Shareholders whose place of residence, registered office or habitual abode is in the United States of America. The Offer may not be accepted by such NBG Shareholders.
The Bidder reserves the right to acquire further NBG Shares in a manner other than in the context of this Offer on or off the stock exchange and/or enter into corresponding acquisition agreements during the acceptance period. The Bidder is not obliged to publish information about such acquisitions or to adjust the offer price as a result of such acquisitions.
It may be difficult for NBG Shareholders who have their place of residence, incorporation, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, incorporation, or habitual abode, in particular since the target company is organized under the laws of the Federal Republic of Germany and registered at a commercial register (Handelsregister) maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, incorporation, or habitual abode of the relevant NBG Shareholder. NBG Shareholders may not be able to sue, in a court in their country of residence, incorporation, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, incorporation, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, incorporation, or habitual abode of the relevant NBG Shareholder.
The dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area may be subject to legal restrictions. The offer document and other documents related to the Offer may not be dispatched to, published, distributed, or disseminated by third parties in countries in which this would be illegal. The Bidder has not permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area. Therefore, custodian investment service providers may not dispatch to, publish, distribute, or disseminate the offer document or other documents related to the Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area unless in compliance with all applicable domestic and foreign statutory provisions.
The Offer is only made by publication of the offer document and is exclusively subject to its terms and conditions. The further information contained, and documents made available on this website do not constitute an invitation to make an offer to sell or acquire NBG Shares, should not be construed as legal, tax, financial, investment, accounting or other advice, or as recommendation by the Bidder, and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The terms and conditions of the Offer may differ from the basic information contained on this website. The Bidder reserves the right to amend the terms and conditions of the Offer to the extent permitted by law.