Offer Document (Convenience Translation)


Takeover Offer ADO Properties S.A. (today: Adler Group S.A.) / WESTGRUND Aktiengesellschaft

You have entered the website which ADO Properties S.A. (“ADO Properties”) has designated for the publication of documents and information in connection with its voluntary public takeover offer pursuant to the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz) (“WpÜG”) which also constitutes a public delisting tender offer pursuant to the German Stock Exchange Act (Börsengesetz) (“BörsG”) for all registered shares of WESTGRUND Aktiengesellschaft (“WESTGRUND”) against payment of a cash consideration announced on March 25, 2020 (the “Takeover Offer”).

In order to access further information in connection with the Takeover Offer, visitors of this website are requested to confirm, at the bottom of this page, notice of the following legal information.

ADO Properties (the “Bidder”) publishes on the following pages information concerning the Takeover Offer. The Takeover Offer is being implemented solely in accordance with the applicable laws of the Federal Republic of Germany, in particular the WpÜG in conjunction with the German regulation on the contents of offer documents, consideration related to tender offers and compulsory offers, and exemptions from the obligation to publish and submit an offer (WpÜG-Angebotsverordnung) and the BörsG.

The announcements made on this website are neither an offer to purchase nor a solicitation of an offer to sell shares in WESTGRUND. The definite terms and conditions of the Takeover Offer, as well as further provisions concerning the Takeover Offer, will be published in the offer document following permission by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) to publish the offer document. Investors and holders of shares in WESTGRUND are strongly advised to read the offer document and all other documents regarding the Takeover Offer when they become available, as they will contain important information.

The Takeover Offer will be published exclusively under the laws of the Federal Republic of Germany. Any contract concluded on the basis of the Takeover Offer will be exclusively governed by the laws of the Federal Republic of Germany and is to be interpreted in accordance with such laws.

Neither the offer document nor any related documents have been filed with the U.S. Securities and Exchange Commission, nor have any such documents been filed with or reviewed by any U.S. federal or U.S. state securities commission.

No offer, solicitation or purchase will be made in any jurisdiction in which such an offer, solicitation or purchase would be unlawful.

To the extent that any announcements on this website contain forward-looking statements, such statements do not represent facts and are characterized by the words “will”, “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions or current expectations and assumptions of the Bidder and the persons acting in conjunction with the Bidder, for example with regard to the potential consequences of the Offer for the Bidder, for those shareholders of WESTGRUND who choose not to accept the Offer or for future financial results of the Bidder. Such forward-looking statements are based on current plans, estimates and forecasts which the Bidder and the persons acting in conjunction with the Bidder have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and usually cannot be influenced by the Bidder or the persons acting in conjunction with the Bidder. It should be kept in mind that the actual events or consequences may differ materially from those contained in or expressed by such forward-looking statements.

By selecting the “I confirm” button, you warrant that you have read and understood the legal notice above.