The following pages contain information relating to a proposed transaction between Netel Holding AB (publ) ("Netel") and Infrea AB ("Infrea") in the form of a statutory merger under Swedish corporate law. Due to restrictions under applicable securities laws, the information contained herein is not for release, publication or distribution, in whole or in part, in certain jurisdictions, and may not be accessed by residents of certain countries based on applicable securities law regulations.
By clicking the "SUBMIT" button below, you certify that you are an individual resident and located in the country stipulated by you below and that you have read and understood this notice.
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IMPORTANT INFORMATION
The following pages contain information relating to the merger under Swedish corporate law between Netel and Infrea, with Netel as the surviving company (the "Merger"), and is not being made to persons whose participation in the Merger requires that any additional offer document is prepared or registration effected or that any other measures are taken in addition to those required under Swedish law and the Stock Market Self-Regulation Committee’s takeover rules for Nasdaq Stockholm and Nordic Growth Market NGM (the “Takeover Rules”). Due to restrictions under applicable securities laws, the information on this website and any documentation related to the Merger is not for release, publication or distribution, in whole or in part, in certain jurisdictions, and may not be accessed by residents of certain countries based on applicable securities law regulations.
THE MATERIALS CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, THE HONG KONG SPECIAL ADMINISTRATIVE REGION OF THE PEOPLE'S REPUBLIC OF CHINA, JAPAN, SWITZERLAND AND SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE PROHIBITED BY APPLICABLE LAW.
The website and the information herein and on the pages that follow are not intended for, and may not be accessed by, or distributed or disseminated to, persons resident or physically present in the United States of America (including its territories and possession), Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, Switzerland and South Africa, and do not constitute or form part of any offer to sell or the solicitation of an offer for sale of, or a solicitation of an offer to purchase, subscribe for or acquire, any securities of Netel and/or Infrea in the United States, Australia, Canada, the Hong Kong special administrative region of the People's Republic of China, Japan, Switzerland and South Africa or in any other jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The securities of Netel and/or Infrea referred to on this website, herein and on the pages that follow have not been and will not be registered under the United States Securities Act of 1933 (the "Securities Act"), and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act.
The securities of Netel and/or Infrea are not and may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act and no application has been or will be made to admit the securities in Netel and/or Infrea to trading on any trading venue (exchange or multilateral trading facility) in Switzerland.
This Merger is made for the securities of a foreign company. The Merger is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws, since Netel is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court's judgment.
Infrea's shareholders located in the United States will not be eligible to receive shares as merger consideration. For shareholders located in the United States, and for shareholders located in certain other foreign jurisdictions to whom Netel cannot deliver shares in Netel as merger consideration under the terms of the Merger, for example because the shareholder cannot demonstrate the required qualified investor status under local securities regulations, a financial institute, which Netel and Infrea will instruct, shall aggregate all such shares in Netel, sell them on Nasdaq Stockholm and distribute the proceeds of the sale (less applicable expenses) to those entitled to them. This does not apply in relation to any jurisdiction where a total of more than 3 per cent of the shares in Infrea are located.
The Merger shall be governed by and construed in accordance with Swedish substantive law. The courts of Sweden shall have exclusive jurisdiction over any dispute arising out of or in connection with the Merger and the Stockholm District Court shall be the court of first instance.
Access to the information and documents contained on this portion of the website may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of the United States, Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, Switzerland and South Africa who wish to access the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. Netel and Infrea assume no responsibility if there is a violation of applicable law and regulations by any person.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.
Access to electronic versions of these materials is being made available on this webpage in good faith and for information purposes only.
Confirmation of understanding
By clicking "Yes" below, you confirm that you are resident or physically located outside the United States, Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, Switzerland or South Africa or any other restricted jurisdiction. If you are resident or physically located in a restricted jurisdiction, you must click "No".
By clicking "Yes" you confirm and certify that you have (1) read and understood the foregoing, (2) agree to be bound to its terms, (3) are permitted under applicable law and regulation to proceed to the following parts of this website, (4) agree that you will not transmit or otherwise send any information contained in this website to any person in the United States or with a general circulation in the United States and (5) hereby make the certifications above and agree to comply with all of the above restrictions.
IMPORTANT INFORMATION
The information contained in this section of the website is restricted and is not for release, publication or distribution, directly or indirectly, in whole or in part in, into or from the United States of America (including its territories and possessions), Australia, Canada, the Hong Kong special administrative region of the People’s Republic of China, Japan, Switzerland and South Africa or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction. You have indicated that you are located in the United States of America or another restricted jurisdiction. We therefore regret that we cannot provide you with access to these materials.
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