Important information
Due to legal restrictions, the information on this part of the website is not directed to, or accessible for, certain persons. We therefore kindly ask you to carefully review the following information and provide the following confirmation each time you wish to be granted access to this part of the website.
The information on this part of the website pertains to ANI Pharmaceuticals, Inc.’s (“ANI”) cash offer to the shareholders of Egetis Therapeutics AB (publ) (“Egetis”) and to the holder of the convertible loan 2023:1 (the “Convertible”) and the warrants 2023/2033:1 (the “Warrants”) issued by Egetis (the “Offer”), which is not being made to persons whose participation in the Offer 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 (including the Takeover Rules for Nasdaq Stockholm).
The distribution of the information on this website and any related Offer documentation in certain jurisdictions may be restricted or affected by the laws of such jurisdiction. Accordingly, the information on this part of the website may not be forwarded, distributed, reproduced or made available in or into any country in which the Offer would require 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 or where it would be in conflict with any law or regulation in such country, including Australia, Canada, Hong Kong, Japan, New Zealand and South Africa, and does not constitute an offer or solicitation to acquire, sell, subscribe or exchange securities, to persons in Australia, Canada, Hong Kong, Japan, New Zealand and South Africa.
The documents relating to the Offer have been published in Swedish and English. In the event of any discrepancy in content between the two language versions, the Swedish version shall prevail.
The Offer is not being made, directly or indirectly, in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa by use of mail or any other communication means or instrumentality (including, without limitation, facsimile transmission, electronic mail, telex, telephone and the Internet) of interstate or foreign commerce, or of any facility of national securities exchange or other trading venue, of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa, and the Offer cannot be accepted by any such use or by such means, instrumentality or facility of, in or from, Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Accordingly, the Offer and any documentation relating to the Offer are not being and should not be sent, mailed or otherwise distributed or forwarded in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
The Offer is not being, and must not be, sent to shareholders or the holder of the Convertible or the Warrants with registered addresses in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. Banks, brokers, dealers and other nominees holding shares or the Convertible or the Warrants for persons in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa must not forward the Offer or any other document received in connection with the Offer to such persons. Any failure by such persons to inform themselves and observe applicable restrictions or requirements may constitute a violation of the securities laws of Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. To the fullest extent permitted by applicable law, ANI disclaims any responsibility or liability for the violations of any such restrictions by any person. Any purported acceptance of the Offer resulting directly or indirectly from a violation of these restrictions may be disregarded. No consideration under the Offer will be delivered in or into Australia, Canada, Hong Kong, Japan, New Zealand or South Africa. The Offer, as well as the agreements entered into between ANI and the shareholders in Egetis as a result of the Offer, shall be governed by and construed in accordance with Swedish substantive law. Any dispute regarding the Offer, or which arises in connection therewith, shall be settled exclusively by Swedish courts, and the Stockholm District Court (Sw. Stockholms tingsrätt) shall be the court of first instance, provided, however, that each shareholder of Egetis and the holder of the Convertible and the Warrants shall have the right to instead opt for arbitration in accordance with the Arbitration Rules of the SCC Arbitration Institute, in which case the seat of the arbitration shall be Stockholm, Sweden and the language of the proceedings shall be Swedish.
The Offer and the information and documents contained on this website are not being made and have not been approved by an “authorised person” for the purposes of section 21 of the UK Financial Services and Markets Act 2000 (the “FSMA”). The communication of the information and documents contained on this website is exempt from the restriction on financial promotions under section 21 of the 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, and/or to acquire 50 per cent or more of the voting shares in that body corporate, within article 62 (sale of body corporate) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order”). In the United Kingdom, this website and any other offer documents relating to the Offer are distributed only to and will be directed only at persons (i) who are holders of equity securities in Egetis and to whom such communication may be made in reliance on article 62 of the Order, (ii) who have professional experience in matters relating to investments falling within article 19(5) of the Order, (iii) who fall within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iv) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons”). No communication in respect of the Offer must be acted on or relied on by persons who are not Relevant Persons. The Offer and any investment or investment activity to which this website relates is/will be available only in the United Kingdom to Relevant Persons and will be engaged in only with Relevant Persons.
Statements on this website relating to future status or circumstances, including statements regarding future performance, growth and other trend projections and other benefits of the Offer, are forward-looking statements. These statements may generally, but not always, be identified by the use of words such as “anticipates”, “intends”, “expects”, “believes”, or similar expressions. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There can be no assurance that actual results will not differ materially from those expressed or implied by these forward-looking statements due to many factors, many of which are outside the control of ANI. Any such forward-looking statements speak only as of the date on which they are made and ANI has no obligation (and undertakes no such obligation) to update or revise any of them, whether as a result of new information, future events or otherwise, except for in accordance with applicable laws and regulations.
Special notice to shareholders and the holder of the Convertible and the Warrants in the United States
Shareholders and the holder of the Convertible and the Warrants in the United States are advised that the shares of Egetis are not listed on a U.S. securities exchange and that Egetis is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”), and is not required to, and does not, file any reports with the U.S. Securities and Exchange Commission thereunder.
The Offer described on this website is being made for the issued and outstanding shares of Egetis and the Convertible and the Warrants issued by Egetis, a company incorporated under Swedish law, and is subject to Swedish disclosure and procedural requirements, which may be different from those of the United States. The Offer is being made in the United States pursuant to Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder, to the extent applicable, and otherwise in compliance with the disclosure and procedural requirements of Swedish law, including with respect to withdrawal rights, the Offer timetable, notices of extensions, announcements of results, settlement procedures (including as regards to the time when payment of the consideration is rendered) and waivers of conditions, which may be different from requirements or customary practices in relation to U.S. domestic tender offers. Shareholders and the holder of the Convertible and the Warrants domiciled in the United States (the “U.S. Holders”) are encouraged to consult with their own advisors regarding the Offer.
Egetis’ financial statements and all financial information included on this website, or any other documents relating to the Offer, have been or will be prepared in accordance with IFRS and may not be comparable to the financial statements or financial information of companies in the United States or other companies whose financial statements are prepared in accordance with U.S. generally accepted accounting principles.
It may be difficult for Egetis’ shareholders and the holder of the Convertible and the Warrants to enforce their rights and any claims they may have arising under the U.S. federal or state securities laws in connection with the Offer, since Egetis is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. Egetis’ shareholders and the holder of the Convertible and the Warrants may not be able to sue Egetis or its respective officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel Egetis and/or its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
To the extent permissible under applicable law or regulations, ANI and its affiliates or its brokers and its brokers’ affiliates (acting as agents for ANI or its affiliates, as applicable) may from time to time and during the pendency of the Offer, and other than pursuant to the Offer, directly or indirectly purchase or arrange to purchase shares of Egetis outside the United States, or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices, and information about such purchases will be disclosed by means of a press release or other means reasonably calculated to inform U.S. Holders of such information. In addition, the financial advisors to ANI may also engage in ordinary course trading activities in securities of Egetis, which may include purchases or arrangements to purchase such securities as long as such purchases or arrangements are in compliance with the applicable law. Any information about such purchases will be announced in Swedish and in a non-binding English translation available to the U.S. Holders through relevant electronic media if, and to the extent, such announcement is required under applicable Swedish or U.S. law, rules or regulations.
The receipt of cash pursuant to the Offer 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 shareholder and the holder of the Convertible and the Warrants is urged to consult an independent professional adviser regarding the tax consequences of accepting the Offer. Neither ANI nor any of its affiliates and their respective directors, officers, employees or agents or any other person acting on their behalf in connection with the Offer shall be responsible for any tax effects or liabilities resulting from acceptance of this Offer.
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OFFER, PASSED ANY COMMENT UPON THE MERITS OR FAIRNESS OF THE OFFER, PASSED ANY COMMENT UPON THE ADEQUACY OR COMPLETENESS OF THE INFORMATION ON THIS WEBSITE OR PASSED ANY COMMENT ON WHETHER THE CONTENT ON THIS WEBSITE IS CORRECT OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE UNITED STATES.
As a result of the restrictions set out above, this part of the website may not be accessed by persons who are resident or physically located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa.
The above notice is required by the securities laws of Australia, Canada, Hong Kong, Japan, New Zealand and South Africa. Please confirm that you have read it and accept its terms.
By clicking “Yes” below, you confirm that you have read and accept the information regarding the Offer, the conditions and restrictions as set out above. If you are resident or physically located in Australia, Canada, Hong Kong, Japan, New Zealand or South Africa or do not accept the above terms, you must click “No”.
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