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Advert Finance B.V.
Mandatory Takeover Offer of Advert Finance B.V., Schiphol to the Shareholders of Fyber N.V.
You have accessed the website provided by Advert Finance B.V., Schiphol, for the publication of documents and notices relating to the mandatory offer to acquire all shares of Fyber N.V., a public limited company incorporated under Dutch law (naamloze vennootschap), whose head office is registered in the Dutch Commercial Register (Kamer van Koophandel) in Amsterdam under No. 54747805 and whose branch office with business address Johannisstraße 20, 11017 Berlin is registered in the Commercial Register of the Charlottenburg Local Court under HRB 166541 B (the "Mandatory Takeover Offer").
Visitors to this page are requested to read the following legal information and confirm this below in order to be directed to the pages containing further information in connection with the Mandatory Takeover Offer.
On 10 May 2019, Advert Finance B.V., Schiphol (the "Offeror"), published the acquisition of control of Fyber N.V., Amsterdam/Berlin pursuant to section 35 para. 1 sentence 1 in conjunction with section 10 para. 3 sentences 1 and 2 of the German Securities Acquisition and Takeover Act ("WpÜG"). On the following pages you will find the publication of the acquisition of control and – after its publication – the offer document, the publications pursuant to section 23 WpÜG as well as other documents and notifications relating to the Mandatory Takeover Offer.
The Mandatory Takeover Offer relates to a public limited company (naamloze vennootschap) incorporated under Dutch law, whose head office is registered in the Dutch Commercial Register (Kamer van Koophandel) in Amsterdam under No. 54747805 and whose branch office with business address Johannisstraße 20, 11017 Berlin is registered in the Commercial Register of the Charlottenburg Local Court under HRB 166541 B. As the shares of this company are only admitted for trading on an organized market in Germany, pursuant to section 2 para. 3 no. 2 WpÜG in conjunction with section 1 para. 3 WpÜG the German Takeover Law is to be applied for questions of consideration, the contents of the offer document and the offer procedure. Pursuant to the provisions of the WpÜG and section 2 of the Regulation on the Applicability of Regulations concerning offers within the meaning of section 1 para. 2 and 3 of the German Securities Acquisition and Takeover Act ("WpÜG-AnwendbarkeitsVO"), these questions are to be assessed by the German Federal Financial Supervisory Authority ("BaFin"). Dutch law, including the Dutch Civil Code, the Dutch Financial Market Authority Act (Wet op het financieel toezicht) (the "AFMSA"), the Dutch Takeover Order (Besluit openbare biedingen Wft) and the Dutch Corporate Governance Code (De Nederlandse corporate governance code), applies to company law issues, in particular with respect to the percentage of voting rights conferring control, with respect to the exemptions from the obligation to make an offer and with respect to the conditions under which the management board and the supervisory board of Fyber N.V. can take defensive measures against the Mandatory Takeover Offer.
The Mandatory Takeover Offer is carried out exclusively according to German law. It is not carried out in accordance with the law of any other legal system, is not the subject of an examination or registration procedure by a supervisory authority outside Germany and has not been approved or recommended by any such supervisory authority. Shareholders cannot rely on the provisions of foreign law irrespective of their place of residence, registered office or habitual abode, their nationality or the place where they receive information about this Mandatory Takeover Offer or take action in relation to this Mandatory Takeover Offer.
With the exception of the purchase offer to the shareholders of Fyber N.V. contained in the offer document, announcements on this website do not constitute an offer to purchase or exchange shares of Fyber N.V. or the Offeror or an invitation to submit purchase or exchange offers. All information contained on this website and documents accessible via this website are intended solely for information purposes and to comply with applicable legal provisions. Unless expressly stipulated by law or in the offer document, this does not constitute a voluntary issuance of guarantees or warranties or any other legal obligation by the Offeror. The terms and conditions of the Mandatory Takeover Offer and other provisions relating to the Mandatory Takeover Offer are contained solely in the published offer document. The Offeror reserves the right to change the terms and conditions of the Mandatory Takeover Offer to the extent legally permissible.
The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Mandatory Takeover Offer outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Mandatory Takeover Offer may not be sent or distributed or published in countries where this would be unlawful. In no event shall this constitute a direct or indirect offer to buy or exchange securities in any jurisdiction in which such offer would be contrary to the laws of such jurisdiction.
To the extent permitted by applicable law and in accordance with German market practice, the Offeror or its agents may acquire, directly or indirectly, securities of Fyber N.V. or enter into corresponding agreements outside the Mandatory Takeover Offer before, during or after the expiration of the acceptance period. This also applies to other securities which grant a direct conversion or exchange right into or an option right on securities of Fyber N.V. These purchases may be made on the stock exchange at market prices or outside the stock exchange at negotiated conditions. All information about these acquisitions will be published to the extent required by law.
Insofar as the information contained on this website contains forward-looking statements, which are indicated in particular by terms such as "expect", "believe", "be of opinion", "assume", "estimate", "intend" or "aim" (including the negation of these terms), these statements are based on the information available to the Offeror at the date of its transaction and merely express current intentions, views or expectations of the Offeror. These are subject to risks and uncertainties that are regularly beyond the Offeror's control and may prove to be incorrect. It is also possible that the Offeror may subsequently change its intentions. The Offeror will only update these statements if it is obliged to do so under the WpÜG.
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