You wish to access a web page dedicated to documents and information relating to the contemplated recommended cash offer by Sopra Steria Group SA (the "Offeror") for all the issued and outstanding ordinary shares (the "Shares")
in the share capital of Ordina N.V. ("Ordina") (the "Offer").
The Offer is made in the Netherlands with due observance of the statements, conditions and restrictions included in an offer memorandum published in relation to the Offer (the "Offer Memorandum"). The Offeror reserves the right to
accept any tender under the Offer, which is made by, or on behalf of, a holder of Shares (each, a "Shareholder"), even if it has not been made in the manner set out in the Offer Memorandum.
The distribution of the Offer Memorandum and/or the making of the Offer in jurisdictions other than the Netherlands may be restricted and/or prohibited by law. The Offer is not made, and Shares will not be accepted for purchase from, or on behalf of,
any Shareholder, in any jurisdiction in which the making of the Offer or acceptance thereof would not be in compliance with the securities or other laws or regulations of such jurisdiction or would require any registration, approval or filing with
any regulatory authority not expressly contemplated by the terms of the Offer Memorandum. If you are in any doubt as to your eligibility to participate in the Offer, you should contact your professional advisor immediately.
No actions have been taken or will be taken to make the Offer possible in any jurisdiction outside of the Netherlands where such actions would be required. In addition, the Offer Memorandum has not been filed with or recognised by the authorities of any
jurisdiction other than the Netherlands. However, acceptances of the Offer by Shareholders not residing in the Netherlands will be accepted by the Offeror if such acceptances comply with (i) the acceptance procedure set out in the Offer Memorandum
and (ii) the laws of the jurisdiction from which such acceptance has been made. Neither the Offeror, nor Ordina, nor any of their advisors, nor the Offer's settlement agent accepts any responsibility or liability for any violation by any person
of any such restriction.
US Shareholders
Shareholders in the United States are advised that the Shares are not listed on a US securities exchange and that Ordina is not subject to the periodic reporting requirements of the US Securities Exchange Act of 1934, as amended (the "US Exchange Act"),
and is not required to, and does not, file any reports with the US Securities and Exchange Commission (the "SEC") thereunder.
The Offer will be made for the issued and outstanding shares of Ordina, which is domiciled in the Netherlands, and is subject to Dutch disclosure and procedural requirements. The Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the US Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act for a Tier I tender offer (the "Tier I Exemption"), and otherwise in accordance with the disclosure and procedural requirements of Dutch law, including with respect to the Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. The Offer is made to the Shareholders resident in the United States on the same terms and conditions as those made to all other Shareholders to whom an offer is made. Any informational documents, including the Offer Memorandum, are being disseminated to US shareholders on a basis comparable to the method that such documents are provided to the other Shareholders.
The Offer, which is subject to Dutch law, is being made to the US shareholders in accordance with the applicable US securities laws, and applicable exemptions thereunder, in particular the Tier I Exemption. To the extent the Offer is subject
to US securities laws, those laws only apply to US shareholders and will not give rise to claims on the part of any other person. US shareholders should consider that the price for the Offer is being paid in EUR and that no adjustment will be
made based on any changes in the exchange rate.
It may be difficult for US Shareholders to enforce their rights and claims arising out of the US federal securities laws, since the Offeror and Ordina are located in a country other than the United States, and some or all of their officers and directors
may be residents of a country other than the United States. US Shareholders 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 federal 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 SEC nor any US state securities commission or other regulatory authority has approved or disapproved the Offer, passed upon the fairness or merits of the Offer or provided an opinion as to the accuracy or completeness of the Offer Memorandum
or any other documents regarding the Offer. Any representation to the contrary constitutes a criminal offence in the United States.
To the extent permissible under applicable law or regulation, including Rule 14e-5 of the US Exchange Act, and in accordance with standard Dutch practice, the Offeror or brokers (acting as agents for the Offeror) may, before or during the period
in which the Offer remains open for acceptance, directly or indirectly, purchase, or arrange to purchase Shares outside of the United States, from time to time, other than pursuant to the Offer. These purchases may occur either in the open market
at prevailing prices or in private transactions at negotiated prices. In addition, the financial advisors to the Offeror may engage in ordinary course trading activities in securities of Ordina, which may include purchases or arrangements to purchase
such securities. To the extent required in the Netherlands, any information about such purchases will be announced by a press release in accordance with Article 13 of the Dutch Decree on public offers Wft (Besluit openbare biedingen Wft) reasonably
calculated to inform US Shareholders of such information, and made available on the website of the Offeror (www.soprasteria.com) and Ordina (www.ordina.com).
Responsibility, restricted access and confirmation
It is your responsibility to ensure that you comply with all applicable laws and regulations. If you have any doubt as to whether you are in compliance, we recommend that you do not continue to try to access this page of our website.
Consequently, for the reasons set out above, we are required to limit access to this page of our website which is dedicated to the distribution of documents and information relating to Offer.
To access this area, you must agree to confirm that the following statements are accurate:
- I certify that I am a resident of the Netherlands or of a country where local law allows me to participate in the Offer without any registration, approval or filing with any regulatory authority outside the Netherlands
- I undertake not to transfer, transmit or distribute the documents and information relating to the Offer in a country where it is not permitted by the applicable legislation; and
- I agree to be bound by each of the terms of this disclaimer.
I CONFIRM I DO NOT CONFIRM