IMPORTANT NOTICE – PLEASE READ THIS DISCLAIMER CAREFULLY BEFORE PROCEEDING
You are attempting to enter the section of this website (the "Microsite") that is designated
for the publication of documents and information (together, the "Information") in
connection with the voluntary recommended public tender offer (the “Offer”) by
CQXA Holdings Pte. Ltd. (the “Offeror”) to acquire all issued and outstanding shares of Asetek A/S
(“Asetek”), a company organized under the laws of Denmark.
ACCESS TO THE MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS
NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION),
BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO
BE ACCESSIBLE, DIRECTLY OR INDIRECTLY BY, PERSONS WHO ARE RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION (A "RESTRICTED
JURISDICTION"). IF YOU ARE NOT PERMITTED TO VIEW THE INFORMATION, OR VIEWING THE INFORMATION
WOULD RESULT IN A VIOLATION OF THE ABOVE, OR YOU ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW
THE INFORMATION, PLEASE EXIT THIS WEBPAGE.
THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY
IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. ANY PERSON SEEKING ACCESS TO THE MICROSITE REPRESENTS
AND WARRANTS TO THE OFFEROR AND ASETEK THAT THEY ARE DOING SO FOR INFORMATION PURPOSES ONLY.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully.
This notice applies to all persons who view the Information contained in this Microsite and, depending on
where you are located, may affect your rights or responsibilities. Asetek reserves the right to amend or
update this notice at any time and you should, therefore, read it in full each time you visit this
Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at
the sole discretion of Asetek.
Similarly, copies of the contents of the following pages (including documents posted thereon) are not being,
and must not be, released or otherwise forwarded, distributed, or sent in or into a Restricted Jurisdiction
and persons receiving such documents (including custodians, nominees and trustees) must not distribute or
send them in, into or from a Restricted Jurisdiction.
To allow you to view information about the Offer, you must read this notice and then click "I ACCEPT". If you
are unable to agree, you should click "I DECLINE" and you will not be able to view information about the
Offer.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or
an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer
or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made
solely by means of an offer document which would contain the full terms and conditions of such Offer,
including details on how it may be accepted. Any decision made in relation to such Offer should be made
solely and only on the basis of the information provided in any such document.
Jurisdiction and Applicable Law
The Offer is subject to the laws of Denmark. The Offer relates to the securities of a Danish company and is
subject to the disclosure requirements applicable under Danish law, which may be different in material
respects from those applicable in the U.S or other jurisdictions.
The Offer is not being made, directly or indirectly, in or into the Restricted Jurisdictions 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 the Restricted Jurisdictions and the Offer cannot
be accepted by any such use or by such means, instrumentality, or facility of, in or from the Restricted
Jurisdictions. Accordingly, the Information relating to the Offer are not being and should not be sent,
mailed, or otherwise distributed or forwarded in or into the Restricted Jurisdictions.
The Offer is not being, and must not be, sent to Asetek shareholders with registered addresses in the
Restricted Jurisdictions. Banks, brokers, dealers and other nominees holding Shares for persons in the
Restricted Jurisdictions must not forward the Offer Materials or any other document received in connection
with the Offer to such persons.
Persons receiving such documents or information (including custodians, custodian banks, nominees, trustees,
representatives, fiduciaries or other intermediaries) should not distribute or send them in or into a
Restricted Jurisdiction or use the mails or any means, into or within a Restricted Jurisdiction in
connection with the Offer. Any failure to comply with these restrictions may constitute a violation of the
securities laws of any of the Restricted Jurisdictions. It is the responsibility of all persons obtaining
the Information relating to the Offer Document or to the Offer or into whose possession such Information
otherwise come, to inform themselves of and observe all such restrictions.
Any recipient of the Information who is in any doubt about his or her status in relation to these
restrictions should consult his or her professional adviser in the relevant territory.
Any person (including, without limitation, custodians, nominees, trustees, representatives, fiduciaries or
other intermediaries) who intends to forward the Information or any related document to any jurisdiction
outside of Denmark should inform themselves of these restrictions before taking any action.
None of the Offeror or Asetek, their advisors or the settlement agent accepts or assumes any responsibility
or liability for any violation by any person of any such restrictions.
Forward-Looking Statements
This Microsite and the Information contained in it may contain statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements can be identified by the use of forward-looking
terminology, including the terms anticipates, believes, could, estimates, expects, intends, may, plans,
projects, should or will, or, in each case, their negative or other variations or comparable terminology, or
by discussions of strategy, plans, objectives, goals, future events or intentions. All forward-looking
statements contained in this Microsite and the Information contained in it are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section.
By their nature, forward-looking statements involve risk and uncertainty because they are based on
management's current expectations and assumptions and they relate to future events and other risks,
uncertainties, assumptions and circumstances relating to the Offeror and Asetek and their respective
operations, results of operations and growth strategy. Forward-looking statements may, and often do, differ
materially from actual results, performance or events expressed or implied in these statements. Readers
should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the
statement is contained and only reflects the Offeror and Asetek's current view with respect to future
events. Other than in accordance with its respective legal or regulatory obligations, the Offeror and Asetek
are not under any obligation and expressly disclaim any intention or obligation (to the maximum extent
permitted by law) to update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise.
No U.S. Regulatory Approval
NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY SECURITIES COMMISSION OR OTHER REGULATORY
AUTHORITY IN ANY STATE OF THE U.S. HAS APPROVED OR DECLINED TO APPROVE THE OFFER OR THIS OFFER DOCUMENT,
PASSED UPON THE FAIRNESS OR MERITS OF THE OFFER OR PROVIDED AN OPINION AS TO THE ACCURACY OR COMPLETENESS OF
THIS OFFER DOCUMENT OR ANY OTHER DOCUMENTS REGARDING THE OFFER. ANY DECLARATION TO THE CONTRARY CONSTITUTES
A CRIMINAL OFFENCE IN THE U.S.
Restrictions on Distribution
THE MATERIALS CONTAINED ON THIS MICROSITE MAY NOT BE FORWARDED OR DISTRIBUTED TO ANY OTHER PERSON AND MAY NOT
BE REPRODUCED IN ANY MANNER WHATSOEVER. ANY FORWARDING, DISTRIBUTION, OR REPRODUCTION OF THESE MATERIALS IN
WHOLE OR IN PART IS UNAUTHORIZED.
Confirmation of understanding and acceptance
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing
of the materials on this Microsite or parts of it illegal.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the
materials on this Microsite to any other person at any time.
- I represent and warrant to the Offeror and Asetek that I intend to access this Microsite for information
purposes only.
If you are not able to give these confirmations, you should click on I DECLINE below.