Acquisition by OSG Bidco Limited ("Bidco") of Communisis plc ("Communisis") (the "Acquisition")
ACCESS TO THIS AREA OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION IN THIS AREA OF THE WEBSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY CONSENT OR OTHER FORMALITY WHICH BIDCO REGARDS IN ITS ABSOLUTE DISCRETION AS UNDULY ONEROUS (A "RESTRICTED JURISDICTION").
THIS AREA OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE "INFORMATION") PUBLISHED BY BIDCO AND/OR COMMUNISIS RELATING TO THE ACQUISITION IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this area of the website, please read this notice carefully. This notice applies to all persons who view the Information contained in this area of the website and, depending on where you are located, may affect your rights or responsibilities. Bidco reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this area of the website. In addition, the contents of this area of the website may be amended at any time, in whole or in part, at the sole discretion of Bidco.
To allow you to view information about the Acquisition, you must read this notice and, if you are able to confirm your understanding and acceptance of its terms, then click "I ACCEPT". If you are unable to confirm your understanding and acceptance of its terms, you should click "I DECLINE" and you will not be able to view information about the Acquisition.
The Information contained in this area of the website does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Acquisition would be made solely by means of a scheme of arrangement or an offer, the full terms and conditions of which will be set out in an offer or scheme document (as appropriate), including details on how it may be accepted. Any decision made in relation to the Acquisition should be made solely and only on the basis of the information provided in any such document.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view the Information contained in this area of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED IN THIS AREA OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
This area of the website contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information in this area of the website, or are in any doubt as to whether you are permitted to view the Information, please exit this area of the website.
Additional US information
The Acquisition relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this area of the website may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Acquisition, since Bidco and Communisis are located in a country other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of shares may not be able to sue Bidco or Communisis or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Bidco or Communisis or their respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
The Acquisition may be implemented under a scheme of arrangement provided for under English company law (a "Scheme"). A transaction effected by means of such a Scheme, including the Acquisition, is not subject to the tender offer rules under the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"), and is exempt from the registration requirements of the US Securities Act of 1933, as amended (the "US Securities Act").
Alternatively, the Acquisition may be implemented by way of a takeover offer. If Bidco exercises its right to implement the Acquisition by way of a takeover offer, such offer will be made in compliance with all applicable US tender offer and securities laws and regulations, including the exemptions therefrom.
In accordance with normal UK practice and consistent with Rule 14e-5(b) of the US Exchange Act, Bidco or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Communisis shares outside of the United States, other than pursuant to the Acquisition, until the date on which the Acquisition and/or Scheme becomes effective, lapses or is otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed, and reported to a Regulatory Information Service, as required in the United Kingdom.
This area of the website and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Bidco and the OSG Group (being OSG Group Holdings, Inc. and its subsidiaries and subsidiary undertakings) and Communisis and the Communisis Group (being Communisis and its subsidiaries and subsidiary undertakings) following the implementation of the Acquisition. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the OSG Group and Communisis about future events. All statements other than statements of historical facts included in this area of the website may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words "targets", "plans", "believes", "expects", "aims", "intends", "will", "should", "could", "would", "may", "anticipates", "estimates", "synergy", "cost-saving", "projects", "goal", "strategy", "budget", "forecast" or "might", or words or terms of similar substance or the negative thereof, are forward-looking statements. These may include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, customer retention, financing, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the OSG Group's and Communisis's operations and benefits from the Acquisition; (iii) the achievement of cost or revenue synergies; and (iv) the effects of government regulation on the OSG Group's or Communisis's businesses. These statements are based on assumptions and assessments made by the OSG Group and Communisis in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this area of the website could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future currency exchange and interest rates, changes in tax rates and future business combinations or dispositions. Some examples include, but are not limited to: the ability to consummate the Acquisition; the ability to obtain requisite shareholder approvals and the satisfaction of other Conditions on the proposed terms and schedule; the ability of the OSG Group and Communisis to successfully implement their strategy and, where relevant, integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Acquisition on key relationships, including with pension trustees, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; the ability to manage successfully the financial and regulatory risks around data and cyber security; significant competition that the OSG Group and Communisis face; and the combined group's ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Neither Bidco nor Communisis, nor any of their respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this area of the website will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Neither Bidco nor Communisis assumes any obligation to update or correct the information contained in this area of the website (whether as a result of new information, future events or otherwise), except as required by applicable law.
Unless expressly stated otherwise, no statement contained or referred to in this area of the website is intended to be a profit forecast.
In relation to any materials relating to the Acquisition which are accessible in this area of the website please note any statement of responsibility contained therein.
The documents included in this area of the website issued or published by Bidco speak only at the specified date of the relevant document and Bidco has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials relating to the Acquisition which are issued or published by a third party that are accessible on this website, the only responsibility accepted by Bidco and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Bidco, nor Communisis, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this area of the website.
If you are in any doubt about the contents of this area of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
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