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Public Delisting Acquisition Offer of EP Global Commerce GmbH to the shareholders of METRO AG
Disclaimer – Legal Notices
You have entered the website which EP Global Commerce GmbH has designated for the publication of documents and information in connection with its public delisting acquisition offer to acquire all shares of METRO AG not directly held by it.
In order to be permitted access to this website, you are kindly requested to read and acknowledge the following legal notices.
On 5 February 2025, EP Global Commerce GmbH (the "Bidder") has taken the decision to make a public delisting acquisition offer to the shareholders of METRO AG to acquire all shares of METRO AG not directly held by it (the "Delisting Acquisition Offer"). On this website you will find the publication of the decision to make the Offer pursuant to Sections 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz, BörsG), 10 paras. 1 and 3 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), dated 5 February 2025. This website will also contain the offer document as well as other information regarding the Delisting Acquisition Offer once the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) has permitted the publication of the offer document for the Delisting Acquisition Offer.
All information contained and documents made available on this website are for information purposes only, and to comply with statutory provisions, in particular those contained in the German Stock Exchange Act (Börsengesetz, BörsG), the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), and the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (WpÜG-Angebotsverordnung). The Delisting Acquisition Offer will relate, to shares in a German stock corporation (Aktiengesellschaft) and is subject to the statutory provisions of the Federal Republic of Germany on the implementation of such an offer. The Delisting Acquisition Offer is not and will not be subject to review or registration proceedings of any securities regulator outside of the Federal Republic of Germany, and has not been permitted or recommended by any such securities regulator.
Shareholders of METRO AG whose place of residence, seat, or habitual abode is in the United States of America should note that the Delisting Acquisition Offer will be made in respect of securities of a company which is a foreign private issuer within the meaning of the United States Securities Exchange Act of 1934, as amended (the "Exchange Act"), the shares of which are not registered under Rule 12 of the Exchange Act. The Delisting Acquisition Offer will be made in the United States of America in reliance on the Tier 1-exemption from certain requirements of the Exchange Act, and is principally governed by disclosure and other regulations and procedures of the Federal Republic of Germany, which are different from those of the United States of America. To the extent that the Delisting Acquisition Offer is subject to the securities laws of the United States of America, such laws only apply to shareholders of METRO AG whose place of residence, seat, or habitual abode is in the United States of America, and no other person has any claims under such laws.
It may be difficult for shareholders of METRO AG who have their place of residence, seat, or habitual abode outside the Federal Republic of Germany to enforce rights and claims subject to the laws of a country other than their country of residence, seat, or habitual abode, in particular since METRO AG is organized under the laws of the Federal Republic of Germany and registered at a commercial register maintained in the Federal Republic of Germany, and some or all of its directors and officers may be residents of a country other than the country of residence, seat, or habitual abode of the relevant shareholder of METRO AG. Shareholders of METRO AG may not be able to sue, in a court in their country of residence, seat, or habitual abode, a foreign entity or its directors and officers for violations of the laws of their country of residence, seat, or habitual abode. Further, it may be difficult to compel a foreign entity or its affiliates to subject themselves to a judgment of a court in the country of residence, seat, or habitual abode of the relevant shareholder of METRO AG.
The publication, dispatch, distribution or other dissemination of the offer document or other documents related to the Delisting Acquisition Offer outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America may be subject to legal restrictions. The offer document and other documents related to the Delisting Acquisition Offer may not be dispatched to, or disseminated, distributed, or published by third parties in countries in which this would be illegal. The Bidder has permitted the dispatch, publication, distribution or dissemination of the offer document or other documents related to the Delisting Acquisition Offer by third parties outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the offer document or other documents related to the Delisting Acquisition Offer outside of the Federal Republic of Germany, the Member States of the European Union and the European Economic Area and the United States of America unless in compliance with all applicable domestic and foreign statutory provisions.
An offer to acquire shares in METRO AG will solely be made pursuant to the terms and conditions of the Delisting Acquisition Offer. The information contained and documents made available on this website do not constitute an invitation to make an offer to sell or acquire shares in METRO AG, should not be construed as legal, tax, financial, investment, accounting or other advice, or as a recommendation by the Bidder and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The final terms and conditions of the Delisting Acquisition Offer may differ from the basic information contained on this website. The Bidder reserves the right to amend the terms and conditions of the Delisting Acquisition Offer to the extent permitted by law.
