DISCLAIMER NOTICE – IMPORTANT
Recommended Cash Offer for for the entire issued and to be issued share capital of UDG Healthcare plc (“UDG”) by Nenelite Limited (“Bidco”), (a newly incorporated company and affiliate of Clayton, Dublier & Rice LLC, as manager of CD&R Funds X and XI))), by means of a scheme of arrangement under Irish law (the “Scheme”).
You are attempting to enter the section of this website that is designated for the publication of documents and information in connection with the offer by Bidco for UDG announced on 12 May 2021 (the “Offer” or the “Acquisition”).
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS 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. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION WOULD RESULT IN A BREACH OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) RELATING TO THE OFFER IN COMPLIANCE WITH THE IRISH TAKEOVER PANEL ACT, 1997, TAKEOVER RULES 2013 (THE “IRISH TAKEOVER RULES”). 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.
THE INFORMATION IS NOT INTENDED TO, AND DOES NOT, CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR OTHERWISE DISPOSE OF OR AN INVITATION OR THE SOLICITATION OF AN OFFER TO PURCHASE OR OTHERWISE ACQUIRE ANY SECURITIES, OR THE SOLICITATION OF A VOTE OR APPROVAL PURSUANT TO THE INFORMATION OR OTHERWISE. ANY PERSON SEEKING ACCESS TO THIS SECTION OF UDG’S WEBSITE REPRESENTS AND WARRANTS TO UDG THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY.
BASIS OF ACCESS TO INFORMATION
Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view this section of the website and, depending on where you live, it may affect your rights. This notice may be amended or updated by UDG from time to time and it should be read carefully in full each time you wish to view the website. In addition, the content of the website, and its accessibility by certain persons, may be amended at any time in whole or in part at the sole discretion of UDG.
The Information speaks only at the date of the relevant document or announcement and UDG has, and accepts, no responsibility or duty to update any Information (other than to the extent such duty arises as a matter of law or regulation).
The only responsibility accepted by the directors of UDG (the “Responsible Persons”) for the Information is for the correctness and fairness of its reproduction or presentation, unless the responsibility statement in any relevant document expressly provides otherwise.
None of the Responsible Persons, Bidco or their respective affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
For regulatory reasons we have to ensure you are aware of the appropriate regulations for the country which you are in. To allow you to view details relating to the Offer, you have to read the following and then press “I agree”. If you are unable to agree you should press “I disagree” and you will not be able to view any such details.
The Information is not for publication or distribution, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so. Nothing on, or which can be downloaded from, the website constitutes an offer to sell or an invitation or solicitation of any offer to purchase or subscribe for any securities or solicitation of any votes attaching to securities which are the subject of the Offer in any jurisdiction in which such offer or solicitation is unlawful. The Information may not be downloaded or accessed by any person from or in any jurisdiction where it would or may constitute a breach of any applicable laws or regulations.
All persons resident or located outside Ireland, the United Kingdom who wish to view this area of the website must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction. If you are not permitted to view or download the Information on the website, or viewing or downloading the Information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view or download the Information, please exit this webpage by clicking on the “I disagree” box below.
By clicking on the “I agree” box below, you certify that you will not forward, transmit, show or distribute (by any means including by electronic transmission) the Information to any person. In particular, you certify that you will not forward or transmit the Information either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable law or regulation. Failure to comply with any such restrictions may constitute a violation of the laws and/or regulations of any such jurisdiction.
Notice to US investors in UDG
The Acquisition relates to the shares of an Irish company and is being made by means of a scheme of arrangement provided for under Irish company law. A transaction effected by means of a scheme of arrangement is not subject to the tender offer or proxy solicitation rules under the US Securities Exchange Act of 1934 (the "US Exchange Act"). Accordingly, the Acquisition is subject to the disclosure requirements and practices applicable in Ireland to schemes of arrangement which differ from the disclosure requirements of the US tender offer and proxy solicitation rules. The financial information included in the Information has been prepared in accordance with IFRS and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US.
If, in the future, Bidco exercises its right to implement the Acquisition by way of a Takeover Offer, which is to be made into the US, such Takeover Offer will be made in compliance with the applicable US laws and regulations, including Section 14(e) and Regulation 14E under the US Exchange Act and any applicable exemptions provided thereunder.
It may be difficult for US holders of UDG Shares to enforce their rights and any claim arising out of the US federal laws, since Bidco and UDG are located in a non-US jurisdiction, and some or all of their officers and directors may be residents of a non-US jurisdiction. US holders of UDG Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court's judgment.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved of the Acquisition, or determined if the Information is accurate or complete. Any representation to the contrary is a criminal offence in the US.
US UDG Shareholders also should be aware that the transaction contemplated herein may have tax consequences in the US and, that such consequences, if any, are not described herein. US UDG Shareholders are urged to consult with legal, tax and financial advisers in connection with making a decision regarding this transaction.
FORWARD LOOKING STATEMENTS
The information contained or referred to in the website may contain forward-looking statements with respect to certain aspects of the business of UDG, Bidco and Clayton, Dubilier & Rice LLP, strategies and plans and their expectations relating to the Offer. These forward-looking statements can be identified by the fact that they do not relate purely to historical or current facts but may include statements about the beliefs and expectations of UDG and its management. Forward-looking statements often use words such as “anticipate”, “target”, “estimate”, “intend”, “plan”, “goal”, “believe”, “will”, “may”, “should”, “would”, “could” or other words of similar meaning, but the use of such words is not the exclusive means of identifying such statements. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that may or may not occur in the future, and readers are cautioned not to place undue reliance on such statements.
The known and unknown risks, uncertainties and other factors underlying such forward-looking statements could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. These forward-looking statements speak only as of the date of the relevant document(s) and UDG assumes no obligation to update or correct the Information contained in the website (save to the extent legally required).
Unless expressly stated otherwise, no statement contained or referred to in the website is intended to be a profit forecast, and no statement should be interpreted to mean that earnings or the earnings per share for the current or future financial periods will necessarily be greater than those for the relevant preceding financial period.
UDG shareholders should seek advice from an independent financial adviser as to the suitability of any action concerned. Any action required by a shareholder in connection with the Offer will only be set out in documents sent to or made available to UDG shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
CONFIRMATION OF UNDERSTANDING AND ACCEPTANCE OF THIS NOTICE
By clicking on “I agree” below, you confirm that you have read, understood and agreed to be bound by the terms of the notice set out above and that you are not in, or a resident of, any jurisdiction where to download or view the Information would constitute a breach of securities law or regulation in that jurisdiction.
If you click “I disagree” below, we will be unable to provide you with access to the Information and you will be redirected to UDG’s homepage.
Subject to any continuing obligations under applicable law or any relevant regulatory requirements, UDG expressly disclaims any obligation to disseminate, after the date of the posting of any document or announcement on this webpage, any updates or revisions to any statements in such documents or announcements in relation to the Offer to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
If you are in any doubt about the contents of this section of the website or the action you should take, you should seek your own financial advice from an appropriately authorised independent financial adviser.