Public tender offer of Samsung Biologics Co., Ltd. for all publicly held registered shares of PolyPeptide Group AG, Zug, Switzerland (the Company) with a nominal value of CHF 0.01 each
Offer Restrictions
General
The public tender offer for the registered shares with a nominal value of CHF 0.01 each (each a PolyPeptide Group Share) of the Company as described in the documents available on this website (the Offer) will not be made, directly or indirectly, in any country or jurisdiction in which it would be unlawful or otherwise violate any applicable laws or regulations, or which would require Samsung Biologics, Ltd., Incheon, Republic of Korea, (Samsung Biologics) or any of its direct and indirect subsidiaries launching the Offer (the Offeror), to change or amend the terms or conditions of the Offer in any way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any document relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of the Company by any person or entity resident or incorporated in any such country or jurisdiction.
United States of America
The Offer will be made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), subject to the exemptions provided by Rule 14d-1(c) under the U.S. Exchange Act (the Tier I Exemption) and Rule 14e-5(b)(10) under the U.S. Exchange Act and any exemptions that may be granted by the U.S. Securities and Exchange Commission (SEC), and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws.
Any financial statements or figures included or referenced in the offer prospectus have been or will be prepared in accordance with the applicable accounting standards of, or recognized in, Switzerland and/or Republic of Korea, which may not be comparable to the financial statements of U.S. companies.
In accordance with the laws of Switzerland and subject to applicable regulatory requirements, Samsung Biologics and its subsidiaries (including the Offeror) and affiliates or their respective nominees or brokers (acting as agents for the Offeror) may from time to time after the date of the offer prospectus, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase PolyPeptide Group Shares or any securities that are convertible into, exchangeable for or exercisable for PolyPeptide Group Shares from their holders who are willing to sell them outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws, rules and regulations, including Rule 14e-5 under the U.S Exchange Act (subject to the exemption provided by Rule 14e-5(b)(10) under the U.S. Exchange Act). Any such purchases will not be made at prices higher than the offer price or on terms financially more favorable than those offered pursuant to the Offer, unless the offer price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on www.samsungbiologics.com/offer if and to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisor to the Company and, subject to applicable Swiss and U.S. securities laws, rules and regulations, including Rule 14e-5 under the U.S Exchange Act (subject to the exemption provided by Rule 14e-5(b)(10) under the U.S. Exchange Act), the financial advisor to Samsung Biologics and its subsidiaries (including the Offeror) and affiliates may also engage in ordinary course trading activities in securities of the Company, which may include purchases or arrangements to purchase such securities.
It may be difficult for holders of PolyPeptide Group Shares in the U.S. (U.S. Holders) to enforce their rights and any claim they may have arising out of U.S. securities laws, since the Offeror and the Company are located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. Holders may not be able to sue a non-U.S. company or its officers or directors in a U.S. or non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
The receipt of cash pursuant to the Offer by a U.S. Holder may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local laws, as well as foreign and other tax laws. Each shareholder of the Company is urged to consult his or her independent professional advisor immediately regarding the tax consequences of an acceptance of the Offer.
Neither the SEC nor any securities commission of any State of the U.S. has (a) approved or disapproved of the Offer; (b) passed upon the merits or fairness of the Offer; or (c) passed upon the adequacy or accuracy of the disclosure in this Pre-Announcement. Any representation to the contrary is a criminal offence in the U.S.
U.S. Holders are encouraged to consult with their own legal (including with respect to Swiss law), financial and tax advisors regarding the Offer.
United Kingdom
The communication about this Offer is not being made by, and has not been approved by, an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000, as amended. In the United Kingdom (U.K.), this communication and any other documents relating to the Offer is/will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the Order), (ii) falling within article 49(2)(a) to (d) ("high net worth companies, unincorporated associations, etc.") of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). No communication in respect of the Offer must be acted on or relied on in the U.K. by persons who are not relevant persons. The Offer and any investment or investment activity to which this communication relates is / will be available in the U.K. to relevant persons only and will be engaged in only with relevant persons.
Australia, Canada and Japan
The Offer will not be addressed to shareholders of the Company whose place of residence, seat or habitual abode is in Australia, Canada, or Japan, and such shareholders may not accept the Offer.
Confirmation
By clicking on the "I confirm and agree" button below, you confirm and agree to each of the following:
- that you have read and understood and that you are not subject to any of the Offer restrictions set forth above, that the communication about the Offer may lawfully be directed at and the Offer lawfully addressed to you;
- that you are not located or resident in any jurisdiction where the extension of the Offer would trigger a requirement for Samsung Biologics or any of its affiliates (including the Offeror) or any other person to file or register an offer prospectus or any other document, or to take any other or additional action in relation to the Offer, in or by virtue of the laws of such jurisdiction;
- that you will not duplicate or forward or otherwise make available to any person or otherwise distribute any of the documents available on this website; and
- that you understand and acknowledge that failure to comply with the foregoing could result in a violation of applicable laws and/or damages to Samsung Biologics, its affiliates (including the Offeror) and other persons.