Recommended cash offer (the Offer) for Robert Wiseman Dairies PLC (Wiseman) by Müller Dairy (U.K.) Limited (Müller Dairy (UK)), a wholly-owned subsidiary of Unternehmensgruppe Theo Müller S.e.c.s. (Müller). References in this notice to Müller shall include both Müller and Müller Dairy (UK), as the case may be.
THIS SECTION OF THE WEBSITE (THE MICRO-SITE) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE INFORMATION). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Basis of access to the Micro-Site
Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Müller from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Müller.
Any person seeking access to the Micro-Site represents and warrants to Müller that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares in Wiseman. Further, it does not constitute a recommendation by Müller or any other party to sell or buy securities in Wiseman.
The Offer cannot be validly accepted by holders of Wiseman shares or any other persons through means of downloading any Information from this Micro-Site.
Wiseman shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any shareholder action required in connection with the Offer will be set out in documents sent to or made available to Wiseman shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Overseas persons
Viewing the Information in jurisdictions other than the United Kingdom may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Müller, Müller Dairy (UK) and/or Wiseman (a Restricted Jurisdiction). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send or access them in or into or from any Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the “I disagree” box below.
Forward looking statements
The Information contains ‘‘forward-looking statements’’ concerning Müller, Müller Dairy (UK) and the Müller Group and Wiseman and the Wiseman Group that are subject to risks and uncertainties. Information in this document relating to Wiseman has been compiled from published sources. Generally, the words ‘‘will’’, ‘‘may’’, ‘‘should’’, ‘‘continue’’, ‘‘believes’’, ‘‘expects’’, ‘‘intends’’, ‘‘anticipates’’ or similar expressions identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could cause actual results and developments to differ materially from those expressed or implied in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the control of Müller, Müller Dairy (UK) and Wiseman, such as future market conditions; fluctuations in demand and pricing in the dairy industry; fluctuations in exchange controls; changes in regulatory environment; changes in government policy and taxation; the behaviour of other market participants; the renegotiation or termination of contracts or licences; industrial disputes; war and terrorism. Neither Müller nor Wiseman can give any assurance that such forward-looking statements will prove to have been correct. The reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. Neither Müller, Müller Dairy (UK) nor Wiseman undertakes any obligation to update or revise publicly any of the forward-looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
Nothing contained herein shall be deemed to be a forecast, projection or estimate of the future financial performance of any member of the Müller Group, the Wiseman Group or the enlarged Müller Group following completion of the Offer unless otherwise stated.
Responsibility
In relation to any Information, the only responsibility accepted by the directors of Müller is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Neither Müller nor its affiliated companies have reviewed and none of them is responsible for, or accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Micro-Site 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 United Kingdom, from an appropriately authorised independent financial adviser.
N M Rothschild & Sons Limited (Rothschild), which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Müller and Müller Dairy (UK) and no-one else in connection with the Offer and will not be responsible to anyone other than Müller and Müller Doairy (UK) for providing the protections afforded to clients of Rothschild or for providing advice in relation to the Offer or any other matter referred to in the Information.
THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on “I agree” below, you:
• confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
• warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
• agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click “I disagree” below, we will be unable to provide you with access to the Information and you will be redirected to Müller’s homepage.
