Disclaimer and certification
Access to this website may be restricted under securities laws 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 on this area of the website. These materials are not directed at or to be accessed by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws of that jurisdiction.
You are attempting to enter a website that is designated for the publication of documents and information in connection with the proposed offer (the “Offer”) by CMA CGM (the “Offeror”) to purchase certain securities issued by CEVA Logistics A.G. (“CEVA” and such securities, the “CEVA Shares”). The information contained on this website is made available for information purposes only and is subject to the terms and conditions set out below
Access to this website
If you would like to view this website, please read this notice carefully. This notice applies to all persons who wish to have access to this website and, depending on where you are located, may affect your rights or responsibilities. CMA CGM reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you wish to visit this area of the website.
The Offer documents available on this website will not be made, directly or indirectly, in any country or jurisdiction, in which the Offer would be illegal or would otherwise violate any applicable law or ordinance, or which would require the Offeror to change the terms or conditions of the Offer in any way, to submit any additional filing to, or to perform any additional action in relation to, any governmental, regulatory or legal authority. It is not intended to extend the Offer to any such country or jurisdiction. Documents relating to the Offer must not be distributed in or sent to any such countries or jurisdictions. Any such documents must not be used for the purpose of soliciting the sale or purchase of securities of CEVA by any person or entity resident or incorporated in any such country or jurisdiction.
Notice to U.S. Holders
The Offer documents available on this website are being made for the securities of CEVA, a Swiss company, and is subject to Swiss disclosure and procedural requirements, which are different from those of the United States. The Offer is being made in the US pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), subject to the exemptions provided by Rule 14d-1 under the U.S. Exchange Act and any exemptions from such requirements granted by the U.S. Securities and Exchange Commission (the “SEC”), and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. U.S. holders of CEVA Shares are encouraged to consult with their own Swiss legal, tax and financial advisors regarding the Offer.
Holders of CEVA Shares in the U.S. should be aware that any document on this website has been or will be prepared in accordance with the requirements of the Swiss Takeover Board and Swiss disclosure requirements, format and style, all of which differ from those generally applicable in the U.S. CEVA’s financial statements and all CEVA financial information included in any document on this website have been or will have been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and that may not be comparable to the financial statements or other financial information of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.
The receipt of cash pursuant to the Offer by a U.S. holder of CEVA Shares 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. holder of CEVA Shares is urged to consult with independent legal, tax and financial advisors in connection with making a decision regarding the Offer, including, without limitation, to consider the tax consequences associated with such holder’s acceptance of the Offer.
This communication does not constitute the Offer. The Offeror will disseminate the offer prospectus as required by applicable law, and the shareholders of CEVA should review the offer prospectus and all other Offer documents carefully. The Offer may not be accepted before publication of the offer prospectus and the expiration of a cooling-off period of ten trading days (if not extended by the Swiss Takeover Board), which will run from the trading day immediately after the publication date of the offer prospectus.
According to the laws of Switzerland, CEVA Shares tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for CEVA Shares is launched.
It may be difficult for U.S. holders to enforce their rights and any claim arising out of U.S. federal securities laws, since CEVA and the Offeror are each located in a non-U.S. jurisdiction, and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
The Offeror and any of its affiliates and any advisor, broker or financial institution acting as an agent or for the account or benefit of the Offeror may, subject to applicable Swiss and U.S. securities laws, rules and regulations and pursuant to exemptive relief granted by the U.S. Securities and Exchange Commission from Rule 14e-5 under the U.S. Exchange Act make certain purchases of, or arrangements to purchase, shares of CEVA from shareholders of CEVA who are willing to sell their shares of CEVA outside the public tender offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices. The Offeror will disclose promptly any information regarding such purchases of shares of CEVA in Switzerland and the United States through the electronic media, if and to the extent required under applicable laws, rules and regulations in Switzerland.
Neither the SEC nor any U.S. state securities commission has approved or disapproved of the Offer, passed upon the merits or fairness of the Offer or passed upon the adequacy or accuracy of the information contained in any Offer document on this website. Any representation to the contrary is a criminal offence in the United States.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
The communication of any Offer document on this website is not being made by, and has not been approved by, an “authorised person” for the purposes of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”). Accordingly, any Offer document on this website is not distributed to, and must not be passed on to, the general public in the U.K. The communication of any Offer document on this website is exempt from the restriction on financial promotions contained in Section 21 of FSMA on the basis that it is a communication by or on behalf of a body corporate which relates to a transaction to acquire shares in a body corporate and the object of the transaction may reasonably be regarded as being the acquisition of day to day control of the affairs of that body corporate within Article 62 (Sale of a body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005.
Australia, Canada and Japan:
The website is not directed at, and the Offer is not addressed to, shareholders of CEVA whose place of residence, seat or habitual abode is in Australia, Canada or Japan, and such shareholders may not accept the Offer.
By clicking on the “I confirm and agree” button below, you confirm and agree to each of the following:
- that you have read and understood and that you are not subject to any of the Offer restrictions set forth above, that the communication about the Offer may lawfully be directed at, and the Offer lawfully addressed to, you;
- that you are not located or resident in any jurisdiction where extension of the Offer would trigger a requirement for the Offeror or any of its 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 documents available on this website; 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 the Offeror, its affiliates and other persons.