Please find below important information in relation to the voluntary tender offer (the "Offer") for all the ordinary shares (the "Shares") of Cerved Group S.p.A. (the "Issuer") launched by Castor Bidco S.p.A. with a sole shareholder (the "Offeror"), pursuant to Articles 102 and 106, paragraph 4, of Legislative Decree 58/1998 ("TUF") and announced on March 8, 2021.
The Offer is launched exclusively in Italy and is addressed, on equal terms, to all the holders of the Shares. The Offer is promoted in Italy as the Shares are listed on the Mercato Telematico Azionario organized and managed by Borsa Italiana S.p.A. and, except as indicated below, are subject to the disclosure obligations and procedural requirements provided for by Italian law.
The Offer is not and will not be launched in the United States of America (i.e. it will not be addressed to U.S. Persons, as defined by the U.S. Securities Act of 1933 as amended), Canada, Japan and Australia or any other jurisdiction where launching the Offer would not be allowed without the authorization of the competent authorities or without any other requirements to be complied with by the Offeror (such jurisdictions, including the United States of America, Canada, Japan and Australia, collectively the “Excluded Countries”), neither by using national or international communication or trade tools of the Excluded Countries (including, but not limited to, the postal network, fax, telefax, e-mail, telephone and internet), nor through any structure of any Excluded Countries’ financial intermediaries nor in any other way.
No document that the Offeror will issue in relation to the Offer is and shall be, in whole or in part, sent, nor in any way distributed, directly or indirectly, in the Excluded Countries. Anyone receiving the above documents shall not distribute, send or mail them (neither by post nor by any other means or instrument of communication or commerce) in the Excluded Countries.
Any tenders in the Offer resulting from solicitation activities carried out in violation of the above limitations will not be accepted.
Acceptance of the Offer by persons residing in countries other than Italy may be subject to specific obligations or restrictions provided for by law or regulations. It is the sole responsibility of the recipients of the Offer to comply with such rules and, therefore, before accepting the Offer, to verify its existence and applicability by contacting their consultants. The Offeror shall not be held liable for the violation by any person of any of the aforesaid restrictions.
Anyone who intends to access this section of the website and view the offer document and the other documents published therein must read carefully and be fully aware of the information contained therein.
Prior to the commencement of the Offer Period, in accordance with applicable law, the Offeror will publish the offer document, which shareholders of the Issuer should carefully review.
The offer document, the documents and the information contained in this section of the website, do not constitute and shall not be construed as an offer of financial instruments addressed to residents in the Excluded Countries.
* * * * * *
By selecting the "I ACCEPT" "button" you represent and warrant that you are not a U.S. Person and that you are not physically located in and do not reside in the Excluded Countries, and that you have read, understood and fully accept and agree to abide by all of the above limitations.