DISCLAIMER – IMPORTANT
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
This website and the information contained herein are not intended for, and must not be accessed by, or distributed or disseminated to, persons resident or physically present in Australia, Canada, Hong Kong Special Administrative Region of the People’s Republic of China (“Hong Kong”), Japan, New Zealand or South Africa or in any other jurisdiction in which it would be unlawful. Access to the information and documents contained on the following website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Neither Diana BidCo Oy (the “Offeror”) nor WithSecure Corporation (“WithSecure”) assumes any responsibility if there is a violation of applicable law or regulations by any person.
The tender offer (the “Tender Offer”) is made for all of the issued and outstanding shares in WithSecure, a Finnish company, which are not held by WithSecure or its subsidiaries (the “Shares”). Offers will not be made directly or indirectly in any jurisdiction where either an offer or participation therein is prohibited by applicable law or where any tender offer document or registration or other requirements would apply in addition to those undertaken in Finland.
The Tender Offer is not being made, and the Shares will not be accepted for purchase from or on behalf of persons, directly or indirectly, in any jurisdiction in which the making or acceptance thereof would not be in compliance with applicable laws or regulations of such jurisdiction or would require any registration, approval or other measures with any regulatory authority not expressly contemplated by the tender offer document (the “Tender Offer Document”). The Tender Offer Document and any related materials are not being, and must not be, mailed, forwarded, transmitted or otherwise distributed or sent in or into or from any jurisdiction where it would be prohibited by the applicable laws or regulations. In particular, the Tender Offer is not being made, directly or indirectly, in or into (including by use of, or by any means or instrumentality, for example, e-mail, post, facsimile transmission, telephone or internet, of interstate or foreign commerce, or any facilities of a national securities exchange) Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Any purported acceptance of the Tender Offer that is a direct or indirect consequence of a breach or violation of these restrictions shall be null and void.
The full terms and conditions of the Tender Offer will be set out in the Tender Offer Document. In deciding whether or not to accept the Tender Offer, shareholders of WithSecure should rely only on the information provided in the Tender Offer Document.
Notice to shareholders of WithSecure in the United States
Shareholders of WithSecure in the United States are advised that the Shares are not listed on a U.S. securities exchange and that WithSecure is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission (the “SEC”) thereunder.
The Tender Offer is made for the issued and outstanding Shares of WithSecure, which is domiciled in Finland, and is subject to Finnish disclosure and procedural requirements. The Tender Offer is made in the United States pursuant to Section 14(e) and Regulation 14E under the Exchange Act, subject to the exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier II tender offer, and otherwise in accordance with the disclosure and procedural requirements of Finnish law, including with respect to the Tender Offer timetable, settlement procedures, withdrawal, waiver of conditions and timing of payments, which are different from those of the United States. In particular, the financial information included on this website has been prepared in accordance with applicable accounting standards in Finland, which may not be comparable to the financial statements or financial information of U.S. companies.
You should note that the Offeror’s ability to waive the conditions to the Tender Offer (both during and after the end of the acceptance period) and the shareholders’ ability to withdraw their acceptances, are not the same under a tender offer governed by Finnish law as under a tender offer governed by U.S. law. U.S. shareholders are encouraged to consult with their own advisors regarding the Tender Offer. In particular, the Offeror may waive conditions to the Tender Offer without offering withdrawal rights, to the extent not required by applicable law.
The Tender Offer is made to WithSecure’s shareholders resident in the United States on the same terms and conditions as those made to all other shareholders of WithSecure to whom an offer is made. Any informational documents, including the information on this website, are being disseminated to U.S. shareholders on a basis comparable to the method that such documents are provided to WithSecure’s other shareholders.
To the extent permissible under applicable law or regulations, the Offeror and its affiliates or its brokers and its brokers’ affiliates (acting as agents for the Offeror or its affiliates, as applicable) may from time to time and during the pendency of the Tender Offer, and other than pursuant to the Tender Offer, directly or indirectly purchase or arrange to purchase Shares or any securities that are convertible into, exchangeable for or exercisable for Shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. To the extent information about such purchases or arrangements to purchase is made public in Finland, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of WithSecure of such information. In addition, the financial advisers to the Offeror may also engage in ordinary course trading activities in securities of WithSecure, which may include purchases or arrangements to purchase such securities. To the extent required in Finland, any information about such purchases will be made public in Finland in the manner required by Finnish law.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the Tender Offer, passed upon the merits or fairness of the Tender Offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the Tender Offer. Any representation to the contrary is a criminal offence in the United States.
The receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each holder of Shares is urged to consult its independent professional advisers immediately regarding the tax and other consequences of accepting the Tender Offer.
To the extent the Tender Offer is subject to U.S. securities laws, those laws only apply to U.S. holders of Shares and will not give rise to claims on the part of any other person. It may be difficult for WithSecure’s shareholders to enforce their rights and any claims they may have arising under the U.S. federal securities laws, since the Offeror and WithSecure are located in non-U.S. jurisdictions and some or all of their respective officers and directors may be residents of non-U.S. jurisdictions. WithSecure’s shareholders may not be able to sue the Offeror or WithSecure or their respective officers or directors in a non-U.S. court for violations of the U.S. federal securities laws. It may be difficult to compel the Offeror and WithSecure and their respective affiliates to subject themselves to a U.S. court’s judgment.
Forward-looking statements
This website and the information contained herein contains statements that, to the extent they are not historical facts, constitute “forward-looking statements”. Forward-looking statements include statements concerning plans, expectations, projections, objectives, targets, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions, competitive strengths and weaknesses, plans or goals relating to financial position, future operations and development, business strategy and the trends in the industries and the political and legal environment and other information that is not historical information. In some instances, they can be identified by the use of forward-looking terminology, including the terms “believes”, “intends”, “may”, “will” or “should” or, in each case, their negative or variations on comparable terminology. By their very nature, forward-looking statements involve inherent risks, uncertainties and assumptions, both general and specific, and risks exist that the predictions, forecasts, projections and other forward-looking statements will not be achieved. Given these risks, uncertainties and assumptions, investors are cautioned not to place undue reliance on such forward-looking statements. Any forward-looking statements contained herein speak only as at the date of publication of the relevant information.
Confirmation
By clicking on the link below, you confirm that you have read, understand and agree to comply with all of the restrictions set forth above and that your country of residence and current location is not Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or any other jurisdiction in which such a distribution or such access is unlawful.
