Voluntary Public Takeover Offer to the shareholders of the ersol Solar Energy Aktiengesellschaft
Disclaimer Legal Notice
Voluntary Public Takeover Offer of Robert Bosch GmbH to the shareholders of ersol Solar Energy Aktiengesellschaft
You have accessed the website which contains documents and information in connection with the voluntary public takeover offer to the shareholders of ersol Solar Energy Aktiengesellschaft.
Shareholders of ersol Solar Energy Aktiengesellschaft are kindly requested to confirm that they have read the following legal information in order to access the website regarding the voluntary public takeover offer.
Important Legal Information
The voluntary public takeover offer (the "Takeover Offer" or the "Offer") by Robert Bosch GmbH, Munich, Germany, (the "Offeror") that is published on this website is addressed to all shareholders of ersol Solar Energy Aktiengesellschaft, with registered office in Erfurt, Germany, (the "ersol-Shareholders") and is for the acquisition of all shares in ersol Solar Energy Aktiengesellschaft (the "ersol shares") that are not already held by the Offeror.
The Offer is a voluntary public takeover offer pursuant to section 29 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") and is made in compliance with the provisions of the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to takeover offers and mandatory offers, and exemptions from the obligation to publish and submit an offer (together the "German Takeover Law"), and with certain applicable provisions of the securities laws and regulations of the United States of America (the "Applicable US Provisions") only.
The Offer is implemented solely pursuant to German law, in particular pursuant to the German Takeover Law, and in compliance with the Applicable US Provisions. The Offer is not made, or intended to be made, pursuant to the provisions of any other jurisdiction. Accordingly, the Offeror and the persons acting in concert with the Offeror pursuant to section 2 para. 5 WpÜG have not applied for and will not procure any further registrations, authorizations or approvals of the offer document (the "Offer Document") or the Offer by any securities regulatory authority or similar institution outside the Federal Republic of Germany. The Offeror and the persons acting in concert with the Offeror pursuant to section 2 para. 5 WpÜG therefore do not assume any responsibility for compliance with any laws other than those of the Federal Republic of Germany and the United States of America, and ersol-Shareholders cannot rely on the application of any other laws protecting investors.
No other documents form part of the Offer. Although the Offeror will publish a non-binding English translation of the German Offer Document, the German Offer Document alone is binding. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") has only examined and approved the publication of the German Offer Document.
The Offeror has published the Offer Document (in German and in the form of a non-binding English translation) on the Internet at http://angebot.bosch.com on 4 July 2008 in accordance with Section 14 (3) WpÜG. The announcement of the availability of free copies of the Offer Document and the internet address where the Offer Document is published will also be published on 4 July 2008 in the electronic version of the German Federal Gazette (elektronischer Bundesanzeiger) and the Wall Street Journal (U.S. edition).
Copies of the Offer Document and its non-binding English translation will be available free of charge for ersol-Shareholders at Deutsche Bank AG, Junghofstraße 5 - 9, 60311 Frankfurt am Main, Germany, fax +49 (0)69 910 38794, e-mail: dct.tender-offers@db.com. ersol-Shareholders can request copies of the Offer Document and its non-binding English translation under the following telephone numbers: phone: 0800 84 33 22 8 (toll-free in Germany) and phone: 011800 5555 6666 (toll-free in the U.S.A.).
The publication, dispatch, distribution or dissemination of the Offer Document or any other documents related to the Takeover Offer outside the Federal Republic of Germany and the United States of America (the "U.S.A.") may fall within the applicable scope of provisions of legal systems other than those of the Federal Republic of Germany and the U.S.A. in which the publication, dispatch, distribution or dissemination of the Offer Document is subject to statutory restrictions. The Offer Document and any other documents related to the Takeover Offer therefore may not be dispatched to, disseminated, distributed or published in, countries by third parties if and to the extent that such dispatch, publication, distribution or dissemination would violate applicable laws or is dependent on official proceedings or official approval or the satisfaction of additional conditions and such approval is not obtained or such conditions are not satisfied.
The Offeror has not authorised any dispatch, publication, distribution or dissemination of this Offer Document or any other documents related to the Takeover Offer outside the Federal Republic of Germany and the U.S.A. Neither the Offeror nor the persons acting in concert with the Offeror pursuant to section 2 para. 5 WpÜG bear any responsibility whatsoever for whether the dispatch, publication, distribution or dissemination of this Offer Document outside the Federal Republic of Germany and the U.S.A. conforms to the provisions of legal systems other than those of the Federal Republic of Germany and the U.S.A.
The Takeover Offer may be accepted by all domestic and foreign ersol-Shareholders in accordance with the Offer Document and any applicable legal provisions. The Offeror, however, would like to point out that accepting the Offer outside the Federal Republic of Germany and the U.S.A. may be subject to legal restrictions. It is recommended that ersol-Shareholders who wish to accept the Offer outside the Federal Republic of Germany and the U.S.A. and/or are subject to the provisions of legal systems other than those of the Federal Republic of Germany or the U.S.A. inform themselves of the relevant applicable legal provisions and restrictions and comply with them. The Offeror and the persons acting in concert with the Offeror pursuant to section 2 para. 5 WpÜG do not assume any responsibility for whether the acceptance of the Offer outside the Federal Republic of Germany and the U.S.A. is permitted under the relevant applicable legal provisions.
If the Offer Document and any announcements or information on this website contain forward-looking statements, such statements do not represent facts and are characterised by words such as "expect", "believe", "estimate", "intend", "aim", "assume" or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Offeror and the persons acting in concert with the Offeror pursuant to section 2 para. 5 WpÜG, for example with regard to the potential consequences of the Takeover Offer for ersol Solar Energy Aktiengesellschaft, for those ersol-Shareholders who choose not to accept the Takeover Offer or for future financial results, as at the date of the publication of the Offer Document or the announcement or information, as the case may be. Such forward-looking statements are based on current plans, estimates and forecasts which the Offeror and the persons acting in concert with the Offeror pursuant to section 2 para. 5 WpÜG have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Offeror or the persons acting in concert with the Offeror pursuant to section 2 para. 5 WpÜG. It should be kept in mind that actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.
The Offeror will not update the Offer Document unless it is obliged to do so by law.