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Voluntary public takeover offer of Rhine Rail Investment AG to the shareholders of
Disclaimer – Legal Notices
Aves One AG
You have entered the website which Rhine Rail Investment AG has designated for the publication of documents and information in connection with the voluntary public takeover offer to acquire all shares of Aves One AG.
Shareholders of Aves One AG are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the takeover offer.
Important Legal Information
On 6 August 2021, Rhine Rail Investment AG (the "Bidder") published its decision to make a voluntary public takeover offer to the shareholders of Aves One AG (the "Aves One-Shareholders") to acquire all shares in Aves One AG by way of a voluntary public takeover offer (the "Takeover Offer").
On the following pages you will find the offer document published on 21 September 2021, which contains the terms and conditions of the Takeover Offer in detail, the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") dated 6 August 2021, the publications of announcements pursuant to Section 23 WpÜG, as well as press releases and other information regarding the Takeover Offer. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – BaFin) has permitted the publication of the offer document on 20 September 2021. All information contained and documents made available on this website are for information purposes only and to comply with the provisions of the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung) and other applicable laws in connection with the Takeover Offer. The Takeover Offer relates to shares in a German company and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Takeover Offer 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 securities regulator.
Aves One-Shareholders resident in the United States of America ("United States") should note that the Takeover Offer will be made in respect of securities of a company which is a foreign private issuer as defined by Rule 3b-4 under the 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 will be made with respect to United States holders of Aves One AG shares in reliance on the so-called “Tier II” exemption. The so-called Tier II exemption permits a bidder to satisfy certain United States substantive and procedural Exchange Act rules governing tender offers by complying with home jurisdiction law or practice and exempts the bidder from compliance with certain other such rules. As a result, the Takeover Offer 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 US securities laws, such laws only apply with respect to United States holders of Aves One AG shares and no other person has any claims under such laws.
If you are resident in a country outside of Germany, it may be difficult for you to enforce rights and claims arising outside of the laws of your country of residency, since Aves One AG is incorporated in Germany and some or all of its officers and directors may be residents of a country other than your country of residency. You may not be able to sue, in a court in your country of residency, a foreign company or its officers or directors for violations of the laws of your country of residency. Further, it may be difficult to compel a foreign company and its affiliates to subject themselves to a judgment of a court in your country of residency.
The publication, dispatch, distribution or 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 or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document 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 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 and the United States unless in compliance with all applicable domestic and foreign statutory provisions.
An offer to acquire Aves One AG shares will be made solely pursuant to the terms and conditions of the Takeover Offer. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in Aves One AG and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The final terms of the Takeover Offer may differ from the basic information described on the following pages. The terms and conditions of the Takeover Offer are exclusively contained in the offer document published on 21 September 2021. The Bidder reserves the right to amend the terms and conditions of the Takeover Offer to the extent permitted by law.
I hereby confirm that I have read the above legal notices and information.