Disclaimer
This press release is for information purposes only and does not purport to be complete.
This press release does not constitute an offer, or the solicitation of an offer, to acquire, purchase, subscribe for, sell or exchange securities in Warehouses de Pauw NV/SA (“WDP”) and/or ARGAN S.A. (“ARGAN”) or the solicitation of any vote in any jurisdiction pursuant to the envisaged merger.
The envisaged merger does not constitute an offering in Belgium, France or another state or jurisdiction, other than the United States, where the offering will be made pursuant to Rule 802 or pursuant to an effective registration statement under the U.S. Securities Act of 1933, as amended (the “Securities Act”). No action has been or will be taken to permit an offering in any state or jurisdiction other than the United States.
The envisaged merger is to be considered solely on the basis of the legally required corporate documentation in relation to the envisaged merger, amongst other things the common draft terms of a cross-border merger by acquisition by WDP of ARGAN (the “Merger Documentation”) that would contain the full terms and conditions of the envisaged merger. Any decision made in relation to the envisaged merger should be made solely and only on the basis of the information provided in the Merger Documentation. To date not all such information is available.
This press release may not be construed as a prospectus or an information document as referred to in Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market (the "Prospectus Regulation"), or any implementing measure in any relevant member state of the European Economic Area.
This press release does not constitute an offer or solicitation to acquire, purchase, subscribe for, sell or exchange any securities in Australia, Hong Kong, Canada, Japan, New-Zealand, South Africa, Switzerland and the United Kingdom, or any other state or jurisdiction where to do so would constitute a violation of the laws of that state or jurisdiction, and no such offer (or solicitation) may be made in any such jurisdiction. Any failure to comply with this restriction may constitute a violation of the securities laws of Australia, Hong Kong, Canada Japan, New-Zealand South Africa, Switzerland and the United Kingdom, or other applicable laws. All people who read this announcement should inform themselves of any such restrictions and comply with them.
The shares to be issued in connection with the merger may not be publicly offered, directly or indirectly, in Switzerland within the meaning of the Swiss Financial Services Act ("FinSA") (unless in circumstances falling within Article 36 of the FinSA), and no application has been or will be made to admit such shares to trading on any trading venue in Switzerland. Neither this press release nor any other merger document or marketing material relating to the merger constitutes a prospectus within the meaning of the FinSA, and none of them may be publicly distributed or otherwise made publicly available in Switzerland.
The shares to be issued in connection with the envisaged merger may not be offered or sold in the United States except pursuant to an effective registration statement under the Securities Act, or pursuant to a valid exemption from registration. WDP expects to offer its shares in connection with the envisaged merger in reliance on the exemption from registration provided by Rule 802 under the Securities Act (“Rule 802”). If Rule 802 is unavailable, it will instead offer those shares (i) in the United States, pursuant to a registration statement under the Securities Act, and (ii) outside the United States, in reliance on the exemption from registration provided by Regulation S under the Securities Act ("Regulation S").
This announcement is not intended for release, publication, or distribution, in whole or in part, in or into, directly or indirectly, any jurisdiction in which such release, publication, or distribution could constitute a breach of the applicable laws of such jurisdiction. WDP and ARGAN explicitly decline any liability for breach of these restrictions by any person.
Important Notice to U.S. Investors
The merger will involve the exchange of securities of a public limited liability company incorporated in Belgium and a public limited company incorporated in France. The offer of shares in the merger is subject
to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included or referred to in this 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 U.S. federal securities laws, since WDP 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.
You should be aware that WDP may purchase securities otherwise than in the context of the merger, such as in open market or privately negotiated purchases.
In connection with the merger, WDP may file with the US Securities and Exchange Commission (the "SEC") a registration statement on Form F-4, which includes relevant materials relating to the merger. This communication may be deemed to relate to constitute a communication made in reliance on Rule 425 under the Securities Act. If so, this communication is not a substitute for any such registration statement or prospectus that WDP may file with the SEC.
Investors and security holders of ARGAN are urged to read any registration statement, the prospectus included therein, and any other relevant documents that WDP may file with the SEC, as well as any amendments or supplements to such documents, when they become available, because they will contain important information about WDP, ARGAN and the proposed envisaged merger.
Any such registration statement and other documents filed by WDP with the SEC will be available free of charge on the SEC's website at www.sec.gov.
Forward-looking Statements
This press release contains forward-looking statements, including statements regarding the expected timing, terms, benefits, synergies and completion of the merger, the strategic rationale for the merger, and the anticipated future performance and prospects of the combined group. Forward-looking statements can be identified by the use of forward-looking terminology, including, without limitation, the words "believe", "estimate", "anticipate", "expect", "intend", "may", "will", "plan", "continue", "ongoing", "possible", "predict", "target", "seek", "would" or "should", and include statements made by WDP and/or ARGAN regarding their respective strategies and expected results. By their nature, forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors, many of which are beyond the control of WDP and ARGAN and are difficult to predict, and readers are warned that none of these forward-looking statements constitutes a guarantee of future performance. The actual results of WDP and ARGAN may differ materially from those projected or implied by the forward-looking statements, including as a result of the conditions precedent to the merger not being satisfied, or the terms of the merger being amended or terminated. None of WDP or ARGAN undertakes any obligation to publish updates or revisions of these forward-looking statements to reflect new information, changes in expectations or in the events, conditions or circumstances on which such statements are based, except as required by applicable law or by a competent regulatory authority.
