Takeover bid Pluto italia



With reference to the mandatory tender offer (the “Offer“) for maximum no. 38,084,073 ordinary shares (the “Shares“) of Snaitech S.p.A. (the “Issuer”), launched by Pluto (Italia) S.p.A. (the “Offeror”), for a consideration of EUR 2,19 for each Share, please note the following.

The Shares are listed only on the Italian Stock Exchange (Mercato Telematico Azionario) organized and managed by Borsa Italiana S.p.A.

The publication of the documents related to the Offer on the Issuer’s website is made for informational purposes only and does not constitute in any way a solicitation in order to tender to the Offer.

The Offer is directed, on a non-discriminatory basis and on equal terms, to all holders of the Shares and is being made exclusively in Italy (pursuant to Arts. 102, 106, Paragraph 1, and 109 of the Italian Legislative Decree no. 58 of 24 February 1998, as subsequently amended).

The Offer has not and will not be launched nor disclosed in United States of America, Canada, Japan and Australia, nor 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 (any such country and United States of America, Canada, Japan and Australia, 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 any U.S. Person as defined by the U.S. Securities Act of 1933, as amended or 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 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.

By selecting the key “AGREE” you represent and warrant that you have fully understood and agreed to and comply with all the limitations specified above; you declare also that you are not a U.S. Person and that you are not resident in the Other Countries.

Last updated May 12 2023