PLEASE READ CAREFULLY THE FOLLOWING RESTRICTIONS AND CONDITIONS RELATING TO THE ACCESS TO THIS SECTION OF THE WEBSITE
With reference to the voluntary tender offer (offerta pubblica di acquisto totalitaria) (the “Offer”), concerning the maximum No. 7,701,804 ordinary shares of CAD IT S.p.A. (the “Shares”) launched - pursuant to Arts. 102 and 106, paragraph 4, of the Italian Legislative Decree No. 58 of 24 February 1998, as subsequently amended - by Quarantacinque S.r.l. (the “Offeror”), for a consideration of EUR 5.30 (five and thirty cent) for each share, the following is specified.
The Offer is addressed to all the owners of the Shares on equal conditions, and it is exclusively promoted in Italy, as the Shares are listed only on the Stock Exchange Market (Mercato Telematico Azionario, Segmento STAR) organized and managed by Borsa Italiana S.p.A.
The Offer was not and it shall not be promoted by the Offeror in the United States of America (therefore, it was not and it shall not be addressed to a U.S. Person - as defined by the U.S. Securities Act dated 1933, as subsequently amended), or in any other country subject to the jurisdiction of the United States of America (collectively the “United States of America”), in Australia, Canada, Japan and in any Country other than Italy in which the Offer is not allowed without specific authorizations of the competent authorities or other requirements to be fulfilled by the Offeror (these Countries, included the United States of America, Australia, Canada and Japan, collectively the “Other Countries”), nor either by using communication tools or national/international commerce of the Other Countries (including therein, for example, the postal network, the fax, the telex, the e-mailing, the telephone and the internet), or whatever financial intermediaries structure of the Other Countries, nor in any other way.
No copy of the offer document (the “Offer Document”), or portions thereof, or any copy of any document that the Offeror will issue in relation to the Offer, are being sent, nor shall it be sent or transmitted in any manner, or otherwise distributed, directly or indirectly, to a U.S. Person – as defined by the U.S. Securities Act dated 1933, as subsequently amended – or in the Other Countries. No party receiving the above documents may not distribute, send or transmit them (by mail or any other means or instrument of communication or commerce) to a U.S. Person – as defined by the U.S. Securities Act dated 1933, as subsequently amended – or to the Other Countries.
Acceptances of the Offer resulting from solicitation activities engaged in violation of the above limitations will not be accepted.
The Offer Document and any document that the Offeror will issue in relation to the Offer do not constitute and will not be interpreted as a purchase offer or solicitation of an offer to sell financial instruments directed to a U.S. Person – as defined by the U.S. Securities Act dated 1933, as subsequently amended – or to parties residing in the Other Countries. No instrument (including the Shares) may be offered, bought or sold in the Other Countries in the absence of specific authorization in compliance with applicable provisions of the local law of said countries or as an exemption from said provisions.
The acceptance of the Offer by parties residing in Countries other than Italy may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before accepting the Offer, they are responsible for determining whether such laws exist and are applicable by relying on their own consultants.
The Offer Document, the documents and information contained in this section of the website do not constitute and shall not be construed as a purchase offer or solicitation of an offer to sell financial instruments directed to a U.S. Person – as defined by the U.S. Securities Act dated 1933, as subsequently amended – or to parties residing in the Other Countries.
Anyone who is in possession of the above mentioned documents shall abstain from distributing or transmitting, either directly or indirectly, in and/or from the Other Countries or to a U.S. Person – as defined by the U.S. Securities Act dated 1933, as subsequently amended – or to parties residing in the Other Countries.
Anyone who intends to examine the Offer document and the other documents contained in this section of the website must read carefully and be fully aware of the information reported above. By clicking on the button “ACCEPT” (s)he declares and grants to have fully understood and accepted the limitations reported above and s(he) also declares not be a U.S. Person (as defined by the U.S. Securities Act dated 1933, as subsequently amended) nor to be currently or residing in one of the Other Countries (and, in any case, in the United States of America, Australia, Canada and Japan).
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