LENOVO GERMANY HOLDING GMBHDeutsch
VOLUNTARY PUBLIC TAKEOVER OFFER BY LENOVO GERMANY HOLDING GMBH TO THE SHAREHOLDERS OF MEDION AG
On the following pages, you will find the publication of the decision of Lenovo Germany Holding GmbH with its seat in Berlin (the “Bidder”), a indirect 100 per cent subsidiary of Lenovo Group Limited, Hong Kong / People’s Republic of China on the submission of a takeover offer pursuant to section 10 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz – WpÜG) (“WpÜG”) (the “Tender Offer”) to the shareholders of Medion AG with its seat in Essen, registered in the commercial register of the local court of Essen under HRB 13274 (“Medion” or the “Target” and the shareholders of Medion the “Medion Shareholders”).
After approval of its publication by the federal agency for financial services supervision (Bundesanstalt für Finanzdienstleistungsaufsicht / BAFin) the offer document as well as other information relating to the Takeover Offer will also be published here.
The Medion Shareholders are asked to confirm their notice of the following legal information on the bottom of this page in order to get redirected to the Tender Offer website.
IMPORTANT LEGAL NOTICE
The Tender Offer relates to the acquisition of all listed and non-listed shares in Medion (the “Medion Shares”) that are not held by the Bidder.
The Tender Offer is conducted solely pursuant to the laws of the Federal Republic of Germany, especially pursuant to the WpÜG and the order regarding the content of the offer document, the consideration in the context of takeover offers and mandatory offers and the waiver of the duty to publish and to submit an offer (“WpÜG-AngebotsVO”). The Tender Offer will not be conducted pursuant to the laws of another jurisdiction. Thus, no other registrations, admissions or approvals of the offer document and/or or of the Tender Offer with securities regulation authorities are applied for or caused, and they are not intended. The Bidder and the persons jointly acting with it in the sense of section 2 par 5 WpÜG thus do not assume any responsibility for the compliance with other laws than those of the Federal Republic of Germany, and the Medion Shareholders thus cannot rely on the application of foreign provisions regarding the protection of investors.
The publication, shipping, distribution or circulation of the offer document or other documents relating to the Tender Offer outside the Federal Republic of Germany can basically trigger the application of legal provisions of other jurisdictions than those of the Federal Republic of Germany. The publication, shipping, distribution or circulation of the offer document may be restricted in those other jurisdictions. Without regard to the fact that the offer document can be reached worldwide due to its publication in the internet which is mandatory pursuant to section 14 par 3 sentence 1 WpÜG, the offer document and other documents relating to the Tenderr Offer must not be shipped into or circulated, distributed or published in countries where this would be illegal.
The Bidder has not allowed the shipping, publication distribution or circulation of this offer document outside the Federal Republic of Germany. The Bidder and those persons jointly acting with it in the sense of section 2 par 5 WpÜG are neither obliged to make sure nor are they liable for the compliance of the publication, the shipping, the distribution or the circulation of the offer document outside the Federal Republic of Germany with the laws applicable there. The Tender Offer can be accepted by all domestic and foreign Medion Shareholders, subject to the offer document and the respective applicable legal provisions. However, the Bidder points out that the acceptance of the Tender Offer outside the Federal Republic of Germany can be legally restricted. Medion Shareholders who get the offer document outside the Federal Republic of Germany, who want to accept the Tender Offer outside the Federal Republic of Germany and/or who are subject to other jurisdictions than that of the Federal Republic of Germany are advised to inform themselves about the respective applicable legal provisions and to comply with them. The Bidder does not assume any guarantee that the acceptance of the Tender Offer outside the Federal Republic of Germany is permissible under the respective applicable legal provisions. Any and all liability of the Bidder and those persons acting jointly with the Bidder in the sense of section 2 par 5 WpÜG in the case of non-compliance with foreign provisions by third parties is excluded expressly.
The Bidder has not authorized third parties to make any statement relating to the Tender Offer of to the offer document. As far as third parties make those statements, they are not attributable to the Bidder.
To the extent it is legal permissible under applicable law and complies with German market practice, the Bidder and brokers acting on its behalf can directly or indirectly acquire Medion Shares or conclude respective agreements, respectively besides the Tender Offer during or after the expiration of the acceptance term. These acquisitions may occur via the stock exchanges at market prices or outside the stock exchanges at negotiated conditions. All information on these acquisitions will be published to the extent it is necessary under the law of the Federal Republic of Germany or another respective jurisdiction.
The offer document and the documents referred to in it contain certain statements relating to the future. Especially terms like “will (wird)”, “expects (erwartet)”, “believes (glaubt)”, “holds a view (ist der Ansicht)”, “tries (versucht)”, “estimates (schätzt)”, “intends (beabsichtigt)”, “assumes that (geht davon aus)” and “aims at (strebt an)” indicate those statements. Such statements express intentions, opinions or present expectations of the Bidder relating to future events. They are subject to risks and uncertainties which regularly are not subject to the influence of the Bidder. It should be considered that the statements contained in this offer document which relate to the future can turn out to be unfounded and future events and developments can differ from the future-related statements contained in the offer document considerably. It is also possible that the Bidder amends its intentions and estimates especially with respect to the Medion group made in the offer document after the publication of the offer document.
The Bidder will only update the offer document (also regarding changed intentions of the Bidder, if applicable) if and to the extent it is obliged to do so under the laws of the Federal Republic of Germany.
I hereby confirm that I have read the legal notice and information above.