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Public takeover offer of Pineapple German Bidco GmbH to the shareholders of EQS Group AG
Disclaimer – Legal Notices
You have entered the website which Pineapple German Bidco GmbH (the "Bidder") has designated for the publication of documents and information in connection with its public takeover offer for the acquisition of all non-par value registered shares (auf den Namen lautende Stückaktien) in EQS Group AG (the "Takeover Offer").
In order to be permitted access to this website, you are kindly requested to read and acknowledge the following legal notices.
On 16 November 2023, the Bidder published its decision to offer to the shareholders of EQS Group AG to acquire all shares in EQS Group AG by way of a public takeover offer.
On this website, you will find the offer document published on 4 December 2023 which contains the terms and conditions of the Takeover Offer in detail, the publication of the decision to make the Takeover Offer dated 16 November 2023, as well as press releases and other information regarding the Takeover Offer.
Since the shares in EQS Group AG are not admitted to trading on any organized market within the meaning of Section 1 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – "WpÜG"), the WpÜG and the German Regulation on the Content of an Offer Document, the Consideration in respect of Takeover Bids and Mandatory Offers and the Exemption from the Obligation to Publish and to Submit 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) do not apply to the Takeover Offer. The offer document was not reviewed or approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) or any other regulatory or supervisory authority in Germany and no registration, admission or approval of the offer document is contemplated in any other jurisdiction.
Shareholders of EQS Group AG whose place of residence, incorporation, or habitual abode is in the United States of America (the "United States") should note that the Takeover Offer is made in respect of securities of a company which is domiciled in the Federal Republic of Germany and is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the shares of which are not registered under Section 12 of the Exchange Act. The Takeover Offer is made in the United States pursuant to Section 14(e) and Regulation 14E of the Exchange Act, subject to the Tier I Exemption provided under Rule 14d-1(c), and is therefore exempt from certain requirements of the Exchange Act, and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States. To the extent that the Takeover Offer is subject to the securities laws of the United States, such laws only apply to shareholders of EQS Group AG whose place of residence, incorporation, or habitual abode is in the United States and no other person has any claims under such laws. U.S. shareholders of EQS Group AG are encouraged to consult with their own advisors regarding the Takeover Offer.
It may be difficult for shareholders of EQS Group AG 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 EQS Group AG is organized under the laws of the Federal Republic of Germany and registered with 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 shareholder of EQS Group AG. Shareholders of EQS Group AG 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 shareholder of EQS Group AG.
The dispatch, publication, distribution or other dissemination of the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Takeover 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 Takeover Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States. Therefore, custodian investment service providers may not dispatch, publish, distribute, or disseminate the offer document or other documents related to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
The Takeover Offer is solely made pursuant to the terms and conditions as set out in the offer document for the Takeover Offer published on 4 December 2023. The further information contained, and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in EQS Group AG, 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 Takeover Offer may differ from the basic information contained on this website. The terms and conditions of the Takeover Offer are exclusively contained in the offer document published on 4 December 2023. The Bidder reserves the right to amend the terms and conditions of the Takeover Offer to the extent permitted by law and as agreed upon with EQS Group AG in the underlying investment agreement.
I hereby confirm that I have read the above legal notices and information.