You are entering a website which includes documents and information in connection with the voluntary recommended public takeover offer (the Offer) by Deutsche Börse AG (Deutsche Börse) to acquire all shares (except treasury shares) of SimCorp A/S (SimCorp) (the Shares).
You are kindly requested to read and acknowledge the following legal notices on this page before going on to the pages containing documents and notifications in connection with the Offer.
On 27 April 2023, it was announced that Deutsche Börse would make a voluntary recommended public takeover offer by way of a cash offer to the shareholders of SimCorp to acquire all Shares (except treasury shares) in SimCorp (the Announcement Date).
On the following pages you will find documents and notifications in connection with the Offer (the Offer Materials). When published, you will also find the offer document, which will contain the terms and conditions of the Offer as well as further provisions of the Offer (the Offer Document, forming part of the Offer Materials (as defined herein)). Certain of the Offer Materials, including the Offer Document, are or will be available in both Danish and English versions, whereas others are only available in English versions.
The Offer described in the Offer Materials will be prepared as a voluntary recommended public takeover offer pursuant to the Danish Capital Markets Act and the Danish Takeover Order. The Offer as referred to in Offer Materials, as well as any acceptance hereof, will be governed by Danish law. Any dispute in connection with the Offer, including any acceptance of the Offer, shall be brought before the Copenhagen Maritime and Commercial Court, Denmark or, in the event such court does not have jurisdiction, by the relevant Danish court of competence as the court of first instance.
The Offer Materials contain important information and should be read carefully before any decision is made with respect to accepting the Offer, when submitted by Deutsche Börse, for all Shares excluding (i) any other financial instruments issued by SimCorp other than Shares, including for the avoidance of doubt, any depositary receipts or sponsored and unsponsored ADR-programs for Shares, provided that the Offer does extend to any Shares underlying any such depositary receipts subject to the terms and conditions of the Offer Document, (ii) any Shares held by SimCorp and/or its subsidiaries in treasury at completion, or (iii) Shares held by Deutsche Börse or by any of its subsidiaries, if any. SimCorp shareholders resident or physically present in a Restricted Jurisdiction (as defined below) should read the section "Restricted Jurisdictions" below, as they may not be able to accept the Offer.
The Offer Document and the statement to be issued by SimCorp's board of directors in accordance with section 22 of the Danish Executive Order on Takeover Offers (the Board Statement, forming part of the Offer Materials (as defined herein)), will be drawn up in the Danish and English languages. The Danish language version of the Offer Document as approved by the Danish Financial Supervisory Authority will be the only legally binding Offer. In the event of any discrepancy between the two language versions of the Offer Document and the Board Statement, respectively, the Danish language version will prevail.
The Offer Materials contain forward-looking statements and statements of future expectations that reflect SimCorp's and/or Deutsche Börse's (as applicable) current views and assumptions with respect to future events. Such statements are subject to known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied and that are beyond SimCorp's and/or Deutsche Börse's (as applicable) ability to control or estimate precisely. In addition to statements which are forward-looking by reason of context, forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes", "anticipates", "intends", "expects", "may", "will", "shall", "potential", "continue" and other similar expressions. The absence of such terminology does not necessarily mean that a statement is not forward-looking. Actual results, performance or events may differ materially from those statements due to, without limitation, (i) general economic conditions, (ii) future performance of financial markets, (iii) interest rate levels, (iv) currency exchange rates, (v) the behaviour of other market participants, (vi) general competitive factors, (vii) changes in laws and regulations, (viii) changes in the policies of central banks, governmental regulators and/or (foreign) governments, (ix) the ability to successfully integrate acquired and merged businesses and achieve anticipated synergies, (x) reorganisation measures, in each case on a local, national, regional and/or global basis, and (xi) litigations or other legal proceedings. The forward-looking statements included in the Offer Materials speak only as of the date of each Offer Material. Each Offer Materials may include further statements about forward-looking statements or other matters in addition to those set out herein, including statement made by or in respect of Deutsche Börse in Offer Materials prepared by or on behalf of Deutsche Börse and you should read should statements carefully.
Although SimCorp believes that the expectations reflected in the forward-looking statements made by SimCorp in the Offering Materials are reasonable as of the date of the Offer Materials, such forward-looking statements are based on SimCorp's current expectations, estimates, forecasts, assumptions and projections about SimCorp group's business and the industry in which SimCorp operates as well as on information which SimCorp has received from Deutsche Börse, and/or which has been extracted from publications, reports and other documents prepared by SimCorp and/or the Deutsche Börse group and are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other important factors beyond SimCorp's control that could cause SimCorp's actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements.
Other than to the extent required by applicable law, SimCorp does not assume any obligation to update such forward-looking statements contained herein or to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based and to adapt them to future events or developments.
Unless expressly noted otherwise, all information and statements on intentions and all other information in the Offer Materials are based on the knowledge or the intention of Deutsche Börse as known to Simcorp and/or of SimCorp, as applicable, in each case as of the date of each Offer Material.
The Offer Document will be prepared by and will be the sole responsibility of Deutsche Börse, not that of SimCorp.
SimCorp cannot rule out whether the information about the Deutsche Börse or SimCorp group, as applicable, described in the Offer Materials has changed since the date thereof.
SimCorp does not assume any responsibility for: (i) the accuracy or completeness of financial or any other information presented in the Offer Materials concerning the Deutsche Börse group and any other announcements related to the Offer which were obtained from publicly available sources or (ii) any non-disclosure by Deutsche Börse of events, which may have occurred or may affect the significance or accuracy of any such information.
The Offer will not be an offer, whether directly or indirectly, in any jurisdiction in which the making or acceptance of the Offer would not be in compliance with the securities or other laws or regulations of such jurisdiction (any such jurisdictions, the "Restricted Jurisdictions", each a "Restricted Jurisdiction"). Deutsche Börse has determined that neither the U.S. nor the U.K. is a Restricted Jurisdiction. Deutsche Börse has also taken, or will take, steps to meet the conditions required for the Offer to be exempt from the requirements of Part 2 of National Instrument 62-104 – Takeover Bids and Issuer Bids under Canadian securities Laws and as such has determined that the provinces and territories of Canada are not Restricted Jurisdictions.
SimCorp shareholders not resident in Denmark who wish to accept the Offer, when published, must make inquiries concerning applicable laws and possible tax consequences.
The Offer will not be made, directly or indirectly, in or into the Restricted Jurisdictions by use of mail or any other communication means, or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone, and the internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue of the Restricted Jurisdictions and the Offer cannot be accepted by any such use or by such means, instrumentality, or facility of, in or from the Restricted Jurisdictions. Accordingly, the Offer Materials are not being and should not be sent, mailed, or otherwise distributed or forwarded in or into the Restricted Jurisdictions.
The Offer Materials are not being, and must not be, sent to SimCorp shareholders with registered addresses in the Restricted Jurisdictions. Custodian banks, brokers, dealers and other nominees holding Shares for persons in the Restricted Jurisdictions must not forward the Offer Materials or any other document received in connection with the Offer to such persons.
Persons receiving such documents or information (including custodians, custodian banks, nominees, trustees, representatives, fiduciaries or other intermediaries) should not distribute or send them in or into a Restricted Jurisdiction or use the mails or any means, into or within a Restricted Jurisdiction in connection with the Offer. Any failure to comply with these restrictions may constitute a violation of the securities laws of any of the Restricted Jurisdictions. It is the responsibility of all persons obtaining the Offer Materials and any documents relating hereto or into whose possession such documents otherwise come, to inform themselves of and observe all such restrictions.
Any recipient of the Offer Materials who is in any doubt about such person's status in relation to these restrictions should consult such person's professional adviser in the relevant territory.
Any person (including, without limitation, custodians, custodian banks, nominees, trustees, representatives, fiduciaries or other intermediaries) who intends to forward the Offer Materials or any related document to any jurisdiction outside of Denmark should inform themselves of these restrictions before taking any action.
Neither of Deutsche Börse, Deutsche Börse's advisors (including Morgan Stanley), SimCorp or SimCorp's advisors accepts or assumes any responsibility or liability for any violation by any person of any such restrictions.
Notice to SimCorp Shareholders in the United States of America
The Offer Materials are subject to the laws of Denmark. The Offer Materials relate to the securities of a Danish company and are subject to the disclosure requirements applicable under Danish law, which may be different in material respects from those applicable in the U.S.
The Offer is expected to be made in the U.S. in compliance with Section 14(e) of, and applicable provisions of Regulation 14E promulgated under, the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), subject to the "Tier II" exemptions provided by Rule 14d-1(d) under the Exchange Act and otherwise in accordance with the requirements of Danish law. The Offer will not be subject to Section 14(d)(1) of, or Regulation 14D promulgated under, the Exchange Act. Accordingly, the Offer would be subject to disclosure requirements that may be different than those applicable under U.S. law, procedures and practice. In addition, the financial information contained in the Offer Materials will not have been prepared in accordance with generally accepted accounting principles in the U.S. and thus may not be comparable to financial information relating to U.S. companies.
The Offer, when made, will be made to SimCorp shareholders residing in the U.S. on the same terms and conditions as those made to all other SimCorp shareholders to whom the Offer will be made. Any information documents, including the Offer Document, will be disseminated to SimCorp shareholders whose place of residence, seat or habitual residence is in the U.S. (the "U.S. SimCorp Shareholders") on a basis reasonably comparable to the method that such documents are provided to other SimCorp shareholders.
U.S. SimCorp Shareholders must be aware that the Offer Materials and any other documents regarding the Offer, including schedules hereto, have been prepared in accordance with Danish laws and standards, which laws and standards may differ from U.S. laws and standards. In addition, the procedures for the tender of Shares and settlement of the consideration due to each SimCorp shareholder who accepts the Offer, when published, will be carried out in accordance with the rules applicable in Denmark, which may differ in material aspects from the rules and procedures applicable to a tender offer for the securities of a domestic U.S. company, in particular with respect to withdrawal rights, offer timetable, settlement procedures and the payment date of the securities.
It may be difficult for U.S. SimCorp Shareholders to enforce certain rights and claims they may have arising in connection with the Offer, when published, under U.S. securities laws, since Deutsche Börse and SimCorp are located in non-U.S. jurisdictions, and some or all of their respective officers and directors are residents of non-U.S. jurisdictions. U.S. SimCorp Shareholders may not be able to sue Deutsche Börse or SimCorp and/or their respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may not be possible to compel Deutsche Börse and SimCorp or their respective affiliates, as applicable, to subject themselves to the judgment of a U.S. court.
The receipt of cash pursuant to the Offer, when published, by a U.S. SimCorp Shareholder 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 U.S. SimCorp Shareholder is urged to consult its independent professional advisor immediately regarding the tax consequences to such U.S. SimCorp Shareholder of accepting the Offer, when published.
In accordance with customary Danish practice and to the extent permitted by applicable law, including Rule 14e-5(b) of the Exchange Act, Deutsche Börse or any affiliate of Deutsche Börse or nominees or brokers of the foregoing (acting as agents or in a similar capacity), may from time to time make certain purchases of, or arrangements to purchase, Shares outside of the U.S., other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. If, prior to completion, Deutsche Börse or any affiliate of Deutsche Börse or any nominee or broker of the foregoing acquires Shares at a higher price than the Offer price, Deutsche Börse will increase the Offer price correspondingly as required by applicable law. Any information about such purchases will be announced through relevant electronic media if, and to the extent, such announcement is required under applicable law. In addition, in the ordinary course of business, Morgan Stanley and Morgan Stanley's affiliates may make or hold a broad array of investments including serving as counterparties to certain derivative and hedging arrangements and actively trade debt and equity financial instruments (or related derivative financial instruments) and other types of financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and financial instrument activities may involve securities and/or instruments of SimCorp.
THE OFFER MATERIALS MAY NOT BE DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY DISTRIBUTION OR REPRODUCTION OF THE OFFER MATERIALS IN WHOLE OR IN PART IS UNAUTHORIZED.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES COMMISSION OR OTHER REGULATORY AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THE OFFER MATERIALS, PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF THE OFFER MATERIALS OR ANY OTHER DOCUMENTS REGARDING THE OFFER. ANY DECLARATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENCE IN THE U.S.
By clicking on the "I confirm and agree" button below, you confirm and agree to each of the following:
- that you have read and acknowledged the above legal notices and information set forth above,
- that you are not subject to any of the Offer restrictions set forth above, and that communications about the Offer may lawfully be directed at, and the Offer lawfully addressed to, you;
- that you are not located, present or resident in any jurisdiction where extension of the Offer would trigger a requirement for SimCorp, Deutsche Börse or any of their affiliates or any other person to file or register an offer prospectus or any other document, or to take any other or additional action in relation to the Offer, in or by virtue of the laws of such jurisdiction;
- that you will not copy or forward to any person any of the Offer Materials (except to consult with your own legal and/or tax advisors);
- that you will not use any of the Offer Materials for any purpose other than your consideration as a shareholder of whether to tender your shares into the Offer; and
- that you understand, acknowledge and agree that failure to comply with the foregoing could result in a violation of applicable laws and/or damages to SimCorp, Deutsche Börse, their affiliates and other persons, for which you may be held responsible for.