Possible Offer by Indigo Inc. (“Indigo”) for Emerald plc (“Emerald”) (the “Offer”)
ACCESS TO THIS SECTION OF THE WEBSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION IN THIS SECTION OF THE WEBSITE. THE INFORMATION IS NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY OBLIGATION OR OTHER FORMALITY WHICH INDIGO REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS SECTION OF THE WEBSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY INDIGO AND/OR EMERALD RELATING TO THE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
If you would like to view the Information contained in this section of the website, please read this notice carefully. This notice applies to all persons who view the Information contained in this section of the website and, depending on where you are located, may affect your rights or responsibilities. Indigo reserves the right to amend or update this notice at any time and you should, therefore, read it each time you visit this section of the website. In addition, the contents of this section of the website may be amended at any time, in whole or in part, at the sole discretion of Indigo.
To allow you to view information about the Offer, you must read this notice and, if you are able to confirm your understanding and acceptance of its terms, then click “AGREE”. If you are unable to confirm your understanding and acceptance of its terms, you should click “DISAGREE” and you will not be able to view information about the Offer.
The Information contained in this section of the website does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of a scheme of arrangement or an offer, the full terms and conditions of which will be set out in an offer document or scheme document (as appropriate), including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this section of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED IN THIS AREA OF THE WEBSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
This area of the website contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information in this section of the website, or are in any doubt as to whether you are permitted to view the Information, please exit this section of the website.
Emerald shareholders resident in the United States should note that the Offer relates to the shares of a UK company and would likely be made by means of a scheme of arrangement provided for under the laws of England and Wales (the “Scheme”). The Scheme would not be subject to the proxy solicitation or tender offer rules under the United States Securities Exchange Act of 1934, as amended. The Scheme would be subject to UK disclosure requirements and practices applicable in the UK and to schemes of arrangement under the laws of England and Wales, which are different from the disclosure and other requirements applicable to a US tender offer. Neither the United States Securities and Exchange Commission, nor any securities commission of any state of the United States, has approved or disapproved any offer, or passed comment upon the adequacy or completeness of any of the information contained in this website. Any representation to the contrary is a criminal offence in the United States.
Financial information relating to Emerald included in this section of the website has been and will have been prepared in accordance with accounting standards applicable in the United Kingdom that may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States.
It may be difficult for US holders of Emerald Shares to enforce their rights and any claims they may have arising under US federal securities laws in connection with the Offer, since Emerald is organised under the laws of a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States, and most of the assets of Emerald are located outside of the United States. US holders of Emerald Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of US federal securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s jurisdiction or judgment.
The receipt of consideration by a US holder for the transfer of its Emerald Shares pursuant to the Scheme may be a taxable transaction for United States federal income tax purposes. Each US holder is urged to consult its independent professional adviser immediately regarding the tax consequences of the Offer applicable to it, including under applicable United States state and local, as well as overseas and other, tax laws.
The Offer may, in certain circumstances, instead be carried out by way of a takeover offer (the “Takeover Offer”) under the laws of England and Wales instead of the Scheme. If Indigo exercises its right to implement the acquisition by way of a Takeover Offer instead of the Scheme, such Takeover Offer will be made in compliance with applicable US tender offer and other securities laws and regulations, including the exemptions therefrom. Any Takeover Offer will be made in the United States by Indigo and no one else
This area of the website and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of Indigo and the Indigo Group (being Indigo Inc. and its subsidiaries and subsidiary undertakings) and Emerald and the Emerald Group (being Emerald and its subsidiaries and subsidiary undertakings) following the implementation of the Offer. Forward-looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and projections of the management of the Indigo Group and Emerald about future events. All statements other than statements of historical facts included in this section of the website may be forward-looking statements. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans”, “believes”, “expects”, “aims”, “intends”, “will”, “should”, “could”, “would”, “may”, “anticipates”, “estimates”, “synergy”, “cost-saving”, “projects”, “goal”, “strategy”, “budget”, “forecast” or “might”, or words or terms of similar substance or the negative thereof, are forward-looking statements. These include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the Indigo Group’s and Emerald’s operations and benefits from the Offer; (iii) the achievement of cost or revenue synergies; and (iv) the effects of government regulation on the Indigo Group’s or Emerald’s businesses. These statements are based on assumptions and assessments made by the Indigo Group and Emerald in light of their experience and their perception of historical trends, current conditions, future developments and other factors they believe appropriate. By their nature, forward-looking statements involve risk and uncertainty, because they relate to events and depend on circumstances that will occur in the future and the factors described in the context of such forward-looking statements in this section of the website could cause actual results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct.
There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Some examples include, but are not limited to: the ability to consummate the Offer; the ability to obtain requisite regulatory and shareholder approvals and to satisfy other conditions; the ability of the Indigo Group and Emerald to successfully integrate their respective operations and retain key employees; the potential impact of the announcement or consummation of the Offer on relationships, including with employees, suppliers, customers and competitors; significant competition that the Indigo Group and Emerald face; compliance with extensive government regulation; and the combined company’s ability to make acquisitions and its ability to integrate or manage such acquired businesses. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Such forward-looking statements should therefore be construed in the light of such factors.
Neither Indigo nor any of its respective associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this section of the website will actually occur. You are cautioned not to place undue reliance on these forward-looking statements. Indigo does not assume any obligation to update or correct the information contained in this section of the website (whether as a result of new information, future events or otherwise), except as required by applicable law.
Unless expressly stated otherwise, no statement contained or referred to in this section of the website is intended to be a profit forecast or quantified financial benefits statement.
In relation to any materials relating to the Offer which are accessible in this section of the website please note any statement of responsibility contained therein.
The documents included in this section of the website issued or published by Indigo speak only at the specified date of the relevant document and Indigo has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other materials relating to the Offer which are issued or published by a third party that are accessible on this website, the only responsibility accepted by Indigo and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Indigo, nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this section of the website.
If you are in any doubt about the contents of this section of the website or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and interpreted in accordance with English law.