Disclaimer

 

Important Information regarding the Voluntary Public Takeover Offer by Studhalter Investment AG and Highlight Communications AG to the Shareholders of Constantin Medien AG


You have accessed the website which contains documents and information regarding the voluntary public takeover offer ("Takeover Offer" or the “Offer”) by Studhalter Investment AG („Studhalter Investment“) and Highlight Communications AG („Highlight Communications“  and, together with Studhalter Investment, the "Bidders" and each individually a “Bidder”) to the shareholders of Constantin Medien AG ("Constantin Medien").

In order to access the information on the Takeover Offer, shareholders of Constantin Medien are requested to confirm at the bottom of this page to have taken notice of the following legal information.

The Takeover Offer by the Bidders that is published on this website is addressed to the shareholders of Constantin Medien ("Constantin Medien Shareholders") and is for the acquisition of all bearer shares in Constantin Medien ("Constantin Medien Shares").

The Takeover Offer is a voluntary public takeover offer pursuant to Sec. 29 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG") and will be made exclusively pursuant to the laws of the Federal Republic of Germany as well as in compliance with certain applicable securities provisions of the United States of America ("Applicable U.S. Provisions"), in particular pursuant to the provisions of the WpÜG and the WpÜG Offer Regulation (WpÜG-Angebotsverordnung) and the WpÜG Applicability Regulation (WpÜG-Anwendbarkeitsverordnung as well as the U.S. Securities Exchange Act of 1934, as amended, and Regulation 14E promulgated thereunder. The Takeover Offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, the Bidders and any persons acting in concert with the Bidders within the meaning of Sec. 2 para. 5 WpÜG ("Concert Parties") have not applied for, and will not procure, any further registrations, authorizations or approvals of the offer document ("Offer Document") or the Takeover Offer by any securities supervisory authority or similar institution outside the Federal Republic of Germany. The Bidders and the Concert Parties 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 ("U.S."). Constantin Medien Shareholders can, therefore, not rely on other foreign investor protection rules to be observed.

No other documents form part of the Takeover Offer. Even though the Bidder will publish a non-binding English translation of the German Offer Document, the German Offer document alone will be binding. The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, "BaFin") will only examine and approve the publication of the German Offer Document, which is expected to occur still in the course of December 2017. The Offer Document as well as any documents relating to the Takeover Offer will be distributed solely in accordance with the provisions of the WpÜG and in compliance with the Applicable U.S. Provisions.

The publication, dispatch, dissemination or distribution of the Offer Document or any other documents related to the Takeover Offer outside the Federal Republic of Germany and the U.S. may fall within the scope of provisions of jurisdictions other than those of the Federal Republic of Germany and the U.S. in which the publication, dispatch, dissemination or distribution of the Offer Document or any other documents relating to the Takeover Offer is subject to statutory restrictions. The Offer Document and any other documents relating to the Takeover Offer may, therefore, not be dispatched to, published, distributed or disseminated in countries by third parties, if and to the extent that such dispatch, publication, distribution or dissemination violates applicable laws or is dependent on official proceedings or an official approval or the fulfillment of additional prerequisites and such approval is not obtained or such conditions are not fulfilled.

The Bidders has not authorized any publication, dispatch, dissemination or distribution of the Offer Document or any other documents relating to the Takeover Offer outside the Federal Republic of Germany and the U.S. by third parties. Neither the Bidders nor the Concert Parties bear any responsibility whatsoever that the publication, dispatch, dissemination or distribution of the Offer Document or any other documents relating to the Takeover Offer outside the Federal Republic of Germany and the U.S. complies with the provisions of jurisdictions other than those of the Federal Republic of Germany and the U.S. The Takeover Offer may be accepted by all domestic and foreign Constantin Medien Shareholders in accordance with the Offer Document and the applicable legal provisions. The Bidders, however, point out that accepting the Takeover Offer outside the Federal Republic of Germany and the U.S. may be subject to legal restrictions. Constantin Medien Shareholders who wish to accept the Takeover Offer outside the Federal Republic of Germany and the U.S. and/or are subject to legal provisions other than those of the Federal Republic of Germany and the U.S., are recommended to inform themselves on the relevant applicable legal provisions and to comply with them. The Bidders and the Concert Parties do not assume any responsibility for whether the acceptance of the Takeover Offer outside the Federal Republic of Germany and the U.S. is permissible under the relevant applicable legal provisions.

If the Offer Document or any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized in particular by the words "expect", "believe", "estimate", "intend", "aim", "assume". Such statements express the intentions, opinions or current expectations and assumptions of the Bidders and the Concert Parties. The forward-looking statements are based on current plans, estimates and forecasts which the Bidders and the Concert Parties have made to the best of their knowledge, but which do not make any claim of correctness for the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidders or the Concert Parties. It must be taken into account that the actual events or consequences may be materially different from those contained in or expressed by such forward-looking-statements.

The Bidders will only update the Offer Document to the extent required by the laws of the Federal Republic of Germany.

I hereby confirm that I have read the above legal information.

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