AC Cluster GmbH & Co. KG
Information on the takeover offer, including the offer document and its publication
AC Cluster GmbH & Co. KG (“AC Cluster”) published its decision to make a voluntary public takeover offer to the shareholders of transtec Aktiengesellschaft, Tübingen (the “transtec-Shareholders”) to acquire all shares in transtec Aktiengesellschaft (the “transtec-Shares”) by way of a voluntary public takeover offer (the “Takeover Offer”) against payment of the minimum offer price pursuant to Section 31 para. 1 of the German Securities Acquisition an Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, “WpÜG”) and Section 31 para. 7 WpÜG in conjunction with Sections 3 through 5 of the German WpÜG Offer Regulation (WpÜG-Angebotsverordnung, “WpÜGAngebV”).
On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29, 34 WpÜG as well as further information regarding the intended Takeover Offer. In due course, the offer document and additional mandatory publications under the terms of the WpÜG will also be made available on the following pages.
The announcements made on this website do not constitute an invitation to make an offer to sell transtec-Shares. With the exception of the offer document which is yet to be published, announcements made on this website also do not constitute an offer to purchase transtec-Shares and are not for the purposes of AC Cluster making any representations or entering into any other binding legal commitments. An offer to purchase shares in transtec Aktiengesellschaft is solely made by the offer document which will be published on this website following approval by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, “BaFin”) and will be exclusively subject to its terms and conditions. The terms and conditions of the Takeover Offer may differ from the general information described on the following pages. To the extent legally permissible, AC Cluster reserves the right to change the terms and conditions of the Takeover Offer.
transtec-Shareholders are strongly recommended to read the offer document once it has been published and any related documents in connection with the Takeover Offer, since they contain important information, and to seek independent advice where appropriate in order to reach a reasoned decision in respect of the content of the offer document and the Takeover Offer itself.
The Takeover Offer will be issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG and the WpÜGAngebV. The Takeover Offer has not been, and will not be, registered under the U.S.Securities Act of 1933, as amended (the “U.S. Securities Act”), and the Takeover Offer is issued in reliance on certain exemptions from section 14 of the United States Securities and Exchange Act of 1934, as amended (the “Exchange Act”). The Takeover Offer will not be executed according to the provisions of jurisdictions (including the jurisdictions of Canada, Australia, and Japan) other than those of the Federal Republic of Germany and certain applicable provisions of U.S. securities laws, in particular, the Exchange Act and the rules adopted thereunder. Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside the Federal Republic of Germany have been filed, arranged for or granted. The transtec-Shareholders cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of the Federal Republic of Germany. Any contract that is concluded on the basis of this Takeover Offer is exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.
The publication, sending, distribution, or dissemination of the offer document, which will be available on the following pages following its publication, or any other document associated with the Takeover Offer outside of the Federal Republic of Germany and the United States may fall under the scope of legal provisions of other jurisdictions than those of the Federal Republic of Germany and the United States in which the publication, sending, distribution, or dissemination of the offer document are subject to legal restrictions. The offer document which is yet to be published and other documents associated with the Takeover Offer therefore may not be sent by third parties to countries or be published, distributed, or disseminated in countries if and to the extent that such sending, publication, distribution, or dissemination would violate applicable laws or will depend on observing official procedures or the granting of approval or the satisfaction of additional conditions and these have not been satisfied.
AC Cluster has not approved the publication, sending, distribution, or dissemination of the offer document which is yet to be published or any other document associated with the Takeover Offer by third parties outside the Federal Republic of Germany. Neither AC Cluster nor persons acting in concert with AC Cluster within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG and their respective subsidiaries are in any way responsible for the compliance of the publication, sending, distribution, or dissemination of the offer document or any other document associated with the Takeover Offer outside of the Federal Republic of Germany to any jurisdiction with the legal provisions other than those of the Federal Republic of Germany.
The announcements and the information on this website contain specific forward-looking statements within the meaning of the US Private Securities Litigation Reform Act of 1995 with respect to AC Cluster and transtec Aktiengesellschaft’s financial condition, results of operations and businesses and certain of AC Cluster’s and transtec Aktiengesellschaft’s plans and objectives, including any expected synergies or savings contemplated by the completion of the Takeover Offer.
These statements do not represent facts and may be characterised by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions, or current expectations of AC Cluster and the persons acting in concert with AC Cluster pursuant to Section 2 para. 5 sentence 1 and sentence 3 WpÜG and their respective subsidiaries with respect to possible future events, e.g., regarding possible consequences of the Takeover Offer for transtec Aktiengesellschaft, for those transtec-Shareholders who choose not to accept the Takeover Offer or for future financial results of transtec Aktiengesellschaft. Such forward-looking statements are based on current plans, estimates and forecasts which AC Cluster and the persons acting in concert with AC Cluster pursuant to section 2 para. 5 sentence 1 and sentence 3 WpÜG and their respective subsidiaries have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by AC Cluster and persons acting in concert with AC Cluster within the meaning of Section 2 para. 5 sentence 1 and sentence 3 WpÜG and their respective subsidiaries. The forward-looking statements contained in this website could turn out to be incorrect and/or future events and developments could considerably deviate from the forward-looking statements contained in this website. No assurances can be given that the forward-looking statements in the offer document which is yet to be published or any other document associated with the Takeover Offer will be realised. Subject to compliance with applicable law and regulations, AC Cluster neither intends to update these forward-looking statements nor to undertake any obligation to do so.
In case you have your domicile, seat or main residence in the United States, please read the following:
The Takeover Offer is intended to be made in the United States in reliance on, and compliance with, Section 14(e) of the Exchange Act and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(c).
In accordance with the intended Takeover Offer, AC Cluster, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, transtec-Shares outside the Takeover Offer during the period in which the Takeover Offer remains open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Rule 14e-5 and other provisions of the Exchange Act.
I hereby confirm that I have read the legal notices and information above.