Important information
You are attempting to enter the part of the website that is designated for the publication of documents and information (the “Offer Materials“) in connection with the voluntary public cash tender offer to acquire all of the issued and outstanding shares in Musti Group Plc (“Musti“) that are not held by Musti or its subsidiaries by Flybird Holding Oy (the “Offeror“) (the “Offer“). You must read the below information carefully.
Access to the information and documents on this website is restricted for regulatory reasons. You are requested to review the following information and make the following confirmation each time you access this restricted information.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN AUSTRALIA, CANADA, HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE’S REPUBLIC OF CHINA (“HONG KONG”), JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
This part of the website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons residing or physically present in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or in any other jurisdiction in which it would be unlawful. Access to the information and documents contained on this part of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa who wish to have access to the documents contained on this part of the website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this part of the website or require registration or approval for any acquisition of securities by them. Musti and the Offeror assume no responsibility if there is a violation of applicable law or regulations by any person.
The Offer is not being made, and the shares will not be accepted for purchase from or on behalf of persons, directly or indirectly in any jurisdiction where making or acceptance of such Offer would be prohibited by applicable laws or regulations or would require any registration, approval or further measures with any regulatory authority not expressly contemplated by the offer document. The offer document and related acceptance forms as well as other related material will not and may not be distributed, forwarded or transmitted into or from any jurisdiction where it would be prohibited by the applicable laws and regulations. In particular, the Offer is not being made, directly or indirectly, in or into, or by use of the postal service of, or by any means or instrumentality (including, without limitation, e-mail, post, facsimile transmission, telex, telephone or electronic transmission by way of the internet or otherwise) of interstate or foreign commerce of, or any facilities of a national securities exchange of, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer cannot be accepted, directly or indirectly, by any such use, means or instrumentality or from within, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions will be invalid.
The full terms and conditions of the Offer will be set out in the offer document. In deciding whether or not to accept the Offer, shareholders of Musti should rely only on the information provided in the offer document.
Notice to U.S. shareholders
The Tender Offer is being made for the issued and outstanding Shares in Musti, which is a public limited company incorporated and admitted to trading on a regulated market in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer will be made to Musti shareholders in the United States in compliance with the applicable U.S. tender offer rules under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act“), and otherwise in accordance with the requirements of Finnish law. Accordingly, the Tender Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, the Tender Offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer law and practice. The financial information included in the offer document has not been prepared in accordance with U.S. GAAP, or derived therefrom, and may therefore differ from, and not be comparable with, financial information of U.S. companies.
In accordance with the laws of Finland, the Offeror and its respective affiliates or brokers (acting as agents for the Offeror or its affiliates, as applicable) may from time to time, and other than pursuant to the Tender Offer, directly or indirectly, purchase, or arrange to purchase outside the United States, Shares in Musti or any securities that are immediately convertible into, exchangeable for or exercisable for such Shares before or during the period in which the Tender Offer remains open for acceptance, to the extent permitted by, and in compliance with, Rule 14e-5 under the U.S. Exchange Act. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of Musti of such information. In addition, subject to the applicable laws of Finland and applicable U.S. securities laws, including Rule 14e-5 under the U.S. Exchange Act, the financial advisers to the Offeror or their respective affiliates may also engage in ordinary course trading activities in securities of Musti, which may include purchases or arrangements to purchase such securities.
Neither the U.S. Securities and Exchange Commission (“SEC“) nor any U.S. state securities commission has approved or disapproved of the Tender Offer, passed upon the merits or fairness of the Tender Offer, or determined if the offer document is accurate or complete. Any representation to the contrary is a criminal offense in the United States.
The Tender Offer, if consummated, may have consequences under U.S. federal income tax and applicable U.S. state and local, as well as non-U.S., tax laws for Musti shareholders. Each Musti shareholder is urged to consult his or her independent professional adviser regarding the tax consequences of the Tender Offer.
It may not be possible for Musti shareholders in the United States to effect service of process within the United States upon Musti, the Offeror, Sonae Holdings, S.A. or any other member of the Consortium, or their respective officers or directors, some or all of which may reside outside the United States, or to enforce against any of them judgments of the United States courts predicated upon the civil liability provisions of the federal securities laws of the United States or other U.S. law. It may not be possible to bring an action against Musti, the Offeror, Sonae Holdings, S.A., any other member of the Consortium or their respective officers or directors (as applicable), in a non-U.S. court for violations of U.S. law, including 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 judgement. In addition, it may be difficult to enforce in Finland or Portugal original actions, or actions for the enforcement of judgments of U.S. courts, based on the civil liability provisions of the U.S. federal securities laws.
Forward-looking statements
This website and the information contained herein contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of publication of the relevant information.
Confirmation of understanding and acceptance
I have read and understood the restrictions set out above.
I agree that I will not forward, transfer or distribute (by any means, including by electronic transmission) any documents included in this area of the website either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable laws or regulations.
I acknowledge and agree that all information concerning Musti and its respective affiliates presented in the materials prepared by the Offeror concerning the Offer have been extracted from, and have been provided exclusively based upon, publicly available information, and consequently the Offeror shall not have any responsibility for such information, except for the accurate restatement of such information therein and that information concerning the Offeror, including all materials prepared by the Offeror on the website of Musti has been provided exclusively by the Offeror, and Musti has no responsibility for such information, except for the accurate presentation of such information therein. I further acknowledge and agree that Musti is not responsible, and accepts no liability, directly or indirectly, for, any legal or regulatory obligation by the Offeror to publish, disseminate, display or distribute the Offer or any Offer related materials or compliance with any related restrictions.
By clicking on the “I agree” button below, you confirm that you have read, understand and agree to comply with all of the restrictions set forth above and that your country of residence and current location is not Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction in which such distribution or such access is unlawful. If you cannot so certify, you must click the button labelled “I do not agree” below or otherwise exit this website.
