Public tender offer for all publicly held registered shares with a nominal value of CHF 1.00 each of Sunrise, Switzerland
Öffentliches Kaufangebot für alle sich im Publikum befindenden Namenaktien mit einem Nennwert von je CHF 1.00 von Sunrise, Schweiz
Offre publique d’acquisition sur toutes les actions nominatives d’une valeur nominale de CHF 1.00 chacune en mains du public de Sunrise, Suisse
Offer Restrictions | Angebotsrestriktionen | Restrictions à l’Offre
The tender offer described in the documents made available on this website (the Offer) will not be made, directly or indirectly, in any country or jurisdiction in which it would be considered unlawful or otherwise violate any applicable laws or regulations, or which would require Liberty Global plc (Liberty Global) or any of its subsidiaries to change or amend the terms or conditions of the Offer in any material way, to make an additional filing with any governmental, regulatory or other authority or take additional action in relation to the Offer. It is not intended to extend the Offer to any such country or jurisdiction. Any such documents relating to the Offer must neither be distributed in any such country or jurisdiction nor be sent into such country or jurisdiction, and must not be used for the purpose of soliciting the purchase of securities of Sunrise Group Ltd. (Sunrise) by any person or entity resident or incorporated in any such country or jurisdiction.
Das in den auf dieser Website verfügbar gemachten Dokumenten beschriebene öffentliche Kaufangebot (das Angebot) wird weder direkt noch indirekt in einem Land oder einer Rechtsordnung gemacht oder gemacht werden, in welchem/welcher das Angebot widerrechtlich wäre, oder in welchem/welcher es in anderer Weise anwendbares Recht verletzen würde, oder in welchem/welcher Liberty Global plc (Liberty Global) oder eine ihrer Tochtergesellschaften verpflichtet wäre, irgendeine wesentliche Änderung oder Anpassung der Bestimmungen oder Bedingungen, ein zusätzliches Gesuch bei staatlichen oder regulatorischen Behörden oder zusätzliche Handlungen in Bezug auf das Angebot vorzunehmen. Es ist nicht beabsichtigt, das Angebot auf ein solches Land oder eine solche Rechtsordnung zu erstrecken. Dokumente, die in Zusammenhang mit dem Angebot stehen, dürfen weder in solchen Ländern oder Rechtsordnungen vertrieben, noch in solche Länder oder Rechtsordnungen versandt werden und dürfen von niemandem zur Werbung für Käufe von Beteiligungsrechten von Sunrise Group AG (Sunrise) in solchen Ländern oder Rechtsordnungen verwendet werden.
L’Offre publique d’acquisition décrite dans les documents rendus disponibles sur ce site internet (l’Offre) n’est pas faite et ne sera pas faite, ni directement ni indirectement, dans aucun pays ou juridiction dans lequel une telle Offre serait illicite ou enfreindrait de toute autre manière les lois ou réglementations en vigueur ou qui exigerait de la part de Liberty Global plc (Liberty Global) ou de l’une de ses filiales, un changement ou une modification des termes ou des conditions de l’Offre de quelque manière notable que ce soit, la formulation d’une demande en lien avec l’Offre auprès d’une quelconque autorité gouvernementale ou régulatrice, ou des démarches supplémentaires en lien avec l’Offre. Il n’est pas prévu d’étendre l’Offre à de tels pays ou juridictions. Les documents relatifs à l’Offre ne doivent être ni distribués ni envoyés dans de tels pays ou juridictions. De tels documents ne doivent pas non plus être utilisés pour solliciter l’acquisition de titres de participation de Sunrise Group SA (Sunrise) par aucune personne ou entité domiciliée ou ayant son siège dans de tels pays ou juridictions.
Note to Investors Concerning Forward-Looking Statements
This website contains forward-looking statements within the meaning of the United States (U.S.) Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “target,” and similar expressions and variations or negatives of these words. These forward-looking statements may include, among other things, statements relating to the outlook in Switzerland of Sunrise and Liberty Global; operational expectations, including with respect to the development, launch and benefits of innovative and advanced products and services, including gigabit speeds, new technology and next generation platform rollouts or launches; future growth prospects and opportunities, results of operations, uses of cash, tax rates, and other measures that may impact the financial performance of the companies; anticipated benefits and synergies and estimated costs of the proposed transaction; the expected timing of completion of the proposed transaction; and other information and statements that are not historical facts. These forward-looking statements involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. These risks and uncertainties include events that are outside of the control of the parties, such as: (i) Sunrise, Liberty Global, and our respective operating companies’ ability to meet challenges from competition and to achieve forecasted financial and operating targets; (ii) the effects of changes in laws or regulations; (iii) general economic, legislative, political and regulatory factors, and the impact of weather conditions, natural disasters, or any epidemic, pandemic or disease outbreak (including COVID-19); (iv) Sunrise, Liberty Global, and our respective affiliates’ ability to obtain regulatory approvals and satisfy other conditions to the consummation of the proposed transaction; (v) the proposed transaction may not be completed on anticipated terms and timing or completed at all; (vi) Liberty Global and our affiliates’ ability to successfully integrate Sunrise and realize anticipated efficiencies and synergies from the proposed transaction; (vii) the outcome of any potential litigation that may be instituted with respect to the proposed transaction; (viii) the potential impact of unforeseen liabilities, future capital expenditures, revenues, expenses, economic performance, indebtedness, financial condition on the future prospects and business of Sunrise and Liberty Global’s Swiss business after the consummation of the proposed transaction; (ix) any negative effects of the announcement, pendency or consummation of the proposed transaction; and (x) management’s response to any of the aforementioned factors. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, please see Liberty Global’s filings with the U.S. Securities and Exchange Commission (the SEC), including Liberty Global’s most recently filed Form 10-Q. These forward-looking statements speak only as of the date of this release. Sunrise and Liberty Global expressly disclaim any obligation or undertaking to disseminate any updates or revisions to any forward-looking statement contained herein to reflect any change in expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.
Notice to U.S. Persons Holding Sunrise Shares and to Holders of ADSs
The Offer described in the documents available on this website will be made for the registered shares of Sunrise, a Swiss company whose shares are listed on the SIX Swiss Exchange and is subject to Swiss disclosure and procedural requirements, which are different from those of the U.S. The Offer will be made in the U.S. pursuant to Section 14(e) of, and Regulation 14E under, the U.S. Securities Exchange Act of 1934, as amended (the U.S. Exchange Act), subject to the exemptions provided by Rule 14d-1 and Rule 14e-5 under the U.S. Exchange Act and any exemptions from such requirements granted by the SEC, and otherwise in accordance with the requirements of Swiss law. Accordingly, the Offer is subject to disclosure and other procedural requirements, including with respect to withdrawal rights, settlement procedures and timing of payments that are different from those applicable under U.S. domestic tender offer procedures and laws. Once the Offer documents are available, U.S. shareholders of Sunrise are urged to read the Offer documents, which are or will be available at [this website / http://www.Liberty Global.com/[■]], and consult with their own Swiss advisors regarding the Offer. U.S. shareholders of Sunrise may also call [+1 303 220 6600 (US) or +[●] (US Toll-Free)] or email [ir@Liberty Global.com] to request a copy of the Offer documents once they are available, which will be provided free of charge upon request.
The pre-announcement available on this website does not constitute the Offer. Liberty Global or its designated affiliate (the Offeror) will disseminate the offer prospectus (the Offer Prospectus) (with full Offer terms and conditions) as required by applicable law, and the shareholders of Sunrise should review the Offer Prospectus and all other Offer documents carefully. The Offer may not be accepted before publication of the Offer Prospectus and expiration of a cooling-off period of ten (10) trading days (if not extended by the Swiss Takeover Board), which will run from the trading day immediately after the publication date of the Offer Prospectus.
According to the laws of Switzerland, shares of Sunrise (Sunrise Shares) tendered into the Offer may generally not be withdrawn after they are tendered except under certain circumstances, in particular in case a competing offer for the Sunrise Shares is launched.
In accordance with the laws of Switzerland and subject to applicable regulatory requirements, Liberty Global and its subsidiaries and affiliates or their respective nominees or brokers (acting as agents for Liberty Global, its subsidiaries or affiliates) may from time to time after the date of the Offer Prospectus, and other than pursuant to the Offer, directly or indirectly, purchase or arrange to purchase Sunrise Shares or any securities that are convertible into, exchangeable for or exercisable for Sunrise Shares from shareholders of Sunrise who are willing to sell their Sunrise Shares outside the Offer from time to time, including purchases in the open market at prevailing prices or in private transactions at negotiated prices, and shall comply with applicable laws and regulations in Switzerland and applicable U.S. securities laws, rules and regulations and pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the U.S. Exchange Act. Any such purchases will not be made at prices higher than the offer price or on terms more favorable than those offered pursuant to the Offer unless the offer price is increased accordingly. Any information about such purchases or arrangements to purchase will be publicly disclosed in the U.S. on this website to the extent that such information is made public in accordance with the applicable laws and regulations of Switzerland. In addition, the financial advisors to Sunrise and, subject to applicable Swiss and U.S. securities laws, rules and regulations and pursuant to exemptive relief granted by the SEC from Rule 14e-5 under the U.S. Exchange Act, the financial advisors to Liberty Global and its affiliates may also engage in ordinary course trading activities in securities of Sunrise,which may include purchases or arrangements to purchase such securities.
American Depositary Shares and American Depositary Receipts
The Offeror is aware that there is an “unsponsored” American Depositary Receipt Program concerning Sunrise Shares. The Offer will not be made for American Depositary Shares representing Sunrise Shares (ADSs), nor for American Depositary Receipts evidencing such ADSs (ADRs). However, the Offer will be made for the Sunrise Shares that are represented by the ADSs. Holders of ADSs and ADRs are encouraged to consult with the appropriate depositary regarding the tender of Sunrise Shares that are represented by ADSs. The Offeror is unaware of whether any respective depositary will make arrangements to tender the underlying Sunrise Shares into the Offer on behalf of holders of ADSs or ADRs.
Generally, holders of ADSs may be able to present their ADSs to the appropriate depositary for cancellation and (upon compliance with the terms of the deposit agreements relating to the “unsponsored” American Depositary Receipt Program concerning Sunrise Shares, including payment of the depositary’s fees and any applicable transfer fees, taxes and governmental charges) delivery of Sunrise Shares to them, in order to become shareholders of Sunrise. The Sunrise Shares delivered to holders of ADSs upon such cancellation may then be tendered into the Offer. Holders of ADSs should consult with the relevant depositary regarding their ability to obtain the underlying Sunrise Shares and the applicable procedures. Holders of ADSs should be aware, however, that in order to tender in this manner, they may need to have an account in Switzerland into which the Sunrise Shares can be delivered.
Notice to U.K. Persons Holding Sunrise Shares
In the United Kingdom (U.K.), the Offer will be directed only at persons (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order), (ii) falling within article 49(2)(a) to (d) (“high net worth companies, unincorporated associations, etc.”) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as Relevant Persons). No communications in respect of the Offer must be acted on or relied on by persons who are not Relevant Persons. The Offer, any investment or investment activity to which the Offer relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
By clicking on the “accept and continue” button below, you confirm and agree to each of the following:
- that you have read and understood and that you are not subject to any of the Offer restrictions set forth above, that the communication about the Offer may lawfully be directed at and the Offer lawfully addressed to you;
- that you are not located or resident in any jurisdiction where extension of the Offer would trigger a requirement for Liberty Global or any of its affiliates or any other person to file or register an offer prospectus or any other document, or to take any other or additional action in relation to the Offer, in or by virtue of the laws of such jurisdiction;
- that you will not copy or forward to any person any of the documents available on this website; and
- that you understand, acknowledge and agree that failure to comply with the foregoing could result in a violation of applicable laws and|or damages to Liberty Global, its affiliates and other persons.