Investor Relations - Public Tender Offer
With reference to the mandatory tender offer (the "Offer") for 125,461,250 ordinary shares of Moleskine S.p.A. as well as up to 5,648.637 new ordinary shares that may be issued by Moleskine S.p.A. prior to the end of the tender period in case of timely exercise of all of the stock options already granted by Moleskine S.p.A. under the 2013-2017 stock option plan and still exercisable by the relevant beneficiaries (the "Shares"), launched by DM Invest S.r.l. (the "Offeror"), a company 100% indirectly owned and controlled by S.A. D'Ieteren N.V., for a consideration of EUR 2.40 for each Share, please note the following.
The Offer is directed, on a non-discriminatory basis and on equal terms, to all holders of the Shares and is being made in Italy (pursuant to Arts. 102 and 106 of the Italian Legislative Decree No. 58 of 24 February 1998, as subsequently amended) and in the United States of America (pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act, as amended), and otherwise in accordance with the requirements of Italian law.
The Offer was not and will not be launched nor disclosed in any other Country where such Offer is not permitted in absence of authorization from the competent authorities or other requirements to be fulfilled by the Offeror (collectively, the "Other Countries"), neither by using national or international instruments of communication or commerce of the Other Countries (including, by way of illustration, the postal network, fax, telex, e-mail, telephone and internet), nor through any structure of any of the Other Countries' financial intermediaries or in any other way.
No copy of the Offer Document, or portions thereof, or any copy of any document that the Offeror may 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, in the Other Countries. No party receiving the above documents may distribute, send or transmit them (by mail or any other means or instrument of communication or commerce) 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 may issue in relation to the Offer does not constitute and shall not be interpreted as an offering of financial instruments directed to parties residing in the Other Countries. No instrument 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 and United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer is 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.
Anyone who wishes to enter this section of the website, read the Offer Document and the other documents published therein, must carefully read and fully acknowledge the above.