Public delisting acquisition offer of Burda Digital SE to the shareholders of New Work SE
DISCLAIMER - LEGAL NOTICES
Important information on the public delisting acquisition offer by Burda Digital SE to all shareholders of New Work SE
You have accessed the website that contains documents and information on the public delisting acquisition offer (the "Delisting Offer") by Burda Digital SE (the "Bidder") pursuant to the German Securities Acquisition and Takeover Act ("WpÜG") and the German Stock Exchange Act ("BörsG") to the shareholders of New Work SE ("NWSE").
Visitors of this website are requested to read the following legal notices and confirm their acknowledgement on this page to be redirected to the documents and announcements related to the Delisting Offer.
On 3 June 2024, the Bidder published its decision to offer to the shareholders of NWSE (the "NWSE Shareholders") to acquire all shares in NWSE not directly held by the Bidder (the "NWSE Shares") through the Delisting Offer. On this website, you will find the notification pursuant to Section 10 para. 1 and para. 3 WpÜG in conjunction with Section 39 para. 2 sentence 3 no. 1 BörsG regarding the decision of the Bidder to launch the Delisting Offer dated 3 June 2024, announcements made from time to time pursuant to Section 23 WpÜG, the offer document of the Bidder ("Offer Document") as well as further information related to the Delisting Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht - BaFin) has permitted the publication of the Offer Document on 15 July 2024.
All information contained and documents made available on this website are for information purposes only, and in order to comply with the provisions of the WpÜG, the Regulation on the Content of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and Launch an Offer (WpÜG-Angebotsverordnung – "WpÜG Offer Regulation"), the BörsG and certain applicable securities laws of the United States of America (the "United States"). The Delisting Offer is conducted pursuant to the laws of the Federal Republic of Germany, in particular the WpÜG, the WpÜG Offer Regulation, the BörsG and certain applicable securities laws of the United States. The Delisting Offer relates to shares of a European stock corporation (Europäische Aktiengesellschaft) under German law and will be conducted in accordance with the laws of the Federal Republic of Germany and certain applicable securities laws of the United States for the implementation of such offer. The Delisting Offer has not been and 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 such securities regulator.
The Bidder and/or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 sentences 1 and 3 WpÜG may acquire or make agreements to acquire, NWSE Shares other than in the course of the Delisting Offer on or off the stock exchange prior to, during or after the expiry of the acceptance period of the Delisting Offer, provided that such acquisitions or arrangements to acquire comply with the legal provisions of the Federal Republic of Germany and the United Stated (if and to the extent applicable). Information about such acquisitions or arrangements to acquire will be disclosed, to the extent required, pursuant to Section 23 para. 2 WpÜG. Corresponding information will be published on this website in a non-binding English translation.
The Offer Document and documents related to the Delisting Offer will be distributed solely in accordance with the provisions of the WpÜG and certain securities laws of the United States (if and to the extent applicable). The publication, dispatch, distribution or dissemination of the Offer Document or other documents related to the Delisting Offer outside the Federal Republic of Germany and the United States may fall within the scope of legal provisions of jurisdictions other than those of the Federal Republic of Germany and the United States (if and to the extent applicable), in which the publication, dispatch, distribution or dissemination of the Offer Document or the documents related to the Delisting Offer are subject to legal restrictions. The Offer Document or other documents related to the Delisting Offer may therefore not be dispatched, published, distributed or disseminated by third parties to countries or in countries where such dispatch, publication, distribution or dissemination would violate applicable laws or is subject to official procedures or the granting of an approval or the fulfillment of other requirements and these are not met.
The Bidder has not permitted the dispatch, publication, distribution or dissemination of the Offer Document or other documents related to the Delisting Offer by third parties outside the Federal Republic of Germany and the United States. Therefore, the custodian banks 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 as well as the United States, unless this is done in accordance with all applicable domestic and foreign legal provisions. The Bidder is no way responsible for the compliance of the dispatch, publication, distribution or dissemination of the Offer Document or other documents related to the Delisting Offer outside the Federal Republic of Germany or the United States with the legal provisions of jurisdictions other than those of the Federal Republic of Germany and the United States (if and to the extent applicable).
For NWSE Shareholders whose place of residence, seat or place of habitual abode is outside of the Federal Republic of Germany, it may be difficult to enforce rights and claims arising outside of the laws of their country of residence, seat or place of habitual abode. This is due to the fact that both, the Bidder and NWSE, have their registered seat in the Federal Republic of Germany and some or all of their officers and directors may be residents of a country other than the respective NWSE Shareholders’ country of residence, seat or place of habitual abode. It may not be possible for NWSE Shareholders to sue in a court in their own country of residence, seat or place of habitual abode a foreign company or its officers or directors for violations of the laws of their own country of residence, seat or place of habitual abode. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in the country of residence, seat or place of habitual abode of the relevant NWSE Shareholder.
The Delisting Offer is made solely pursuant to the terms of the Offer Document. The information and documents contained in or made available on this website do not constitute an invitation to make an offer to sell or an offer to acquire NWSE Shares. The terms of the Delisting Offer may differ from the general information contained on this website. The Bidder reserves the right to amend the terms of the Delisting Offer to the extent permitted by law.
The Delisting Offer can be accepted by all domestic and foreign NWSE Shareholders in accordance with the Offer Document and the applicable laws. The Bidder, however, points out that access to this website and the acceptance of the Delisting Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area as well as the United States may be subject to legal restrictions. NWSE Shareholder whose place of residence, registered office or habitual abode is outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area as well as the United States are advised to inform themselves about the applicable legal provisions and to comply with them. The Bidder assumes no responsibility for whether access to this website or acceptance of the Delisting Offer from outside these jurisdictions is permissible under applicable law.
I hereby confirm that I have read the above legal notices and information.