Access to the information and documents
on this website is restricted for regulatory reasons. You are requested to review the following information and make the
following confirmation each time you access this restricted information.
THESE MATERIALS ARE NOT DIRECTED AT OR
ACCESSIBLE BY, DIRECTLY OR INDIRECTLY, ANY PERSONS LOCATED IN AUSTRALIA,
CANADA, HONG KONG, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR IN ANY OTHER
JURISDICTION IN WHICH THE TENDER OFFER WOULD BE PROHIBITED BY APPLICABLE LAW.
This website and the information
contained herein are not intended for, and must not be accessed by, or
distributed or disseminated to, persons resident or physically present in
Australia, Canada, Hong Kong Special Administrative Region of the People’s Republic
of China (“Hong Kong”), Japan, New Zealand or South Africa or in any
other jurisdiction in which it would be unlawful. Access to the information and
documents contained on the following website may be illegal in certain
jurisdictions, and only certain categories of persons may be authorized to
access such information and documents. All persons residing outside of
Australia, Canada, Hong Kong, Japan, New Zealand or South Africa who wish to
have access to the documents contained on this website should first ensure that
they are not subject to local laws or regulations that prohibit or restrict
their right to access this website, or require registration or approval for any
acquisition of securities by them. Neither Diana BidCo Oy (the “Offeror”)
nor WithSecure Corporation (“WithSecure”) assumes any responsibility if
there is a violation of applicable law or regulations by any person.
The tender offer (the “Tender Offer”)
is made for all of the issued and outstanding shares in WithSecure, a Finnish
company, which are not held by WithSecure or its subsidiaries (the “Shares”).
Offers will not be made directly or indirectly in any jurisdiction where either
an offer or participation therein is prohibited by applicable law or where any
tender offer document or registration or other requirements would apply in
addition to those undertaken in Finland.
The Tender Offer is not being made, and
the Shares will not be accepted for purchase from or on behalf of persons,
directly or indirectly, in any jurisdiction in which the making or acceptance
thereof would not be in compliance with applicable laws or regulations of such
jurisdiction or would require any registration, approval or other measures with
any regulatory authority not expressly contemplated by the tender offer
document (the “Tender Offer Document”). The Tender Offer Document and
any related materials are not being, and must not be, mailed, forwarded,
transmitted or otherwise distributed or sent in or into or from any
jurisdiction where it would be prohibited by the applicable laws or
regulations. In particular, the Tender Offer is not being made, directly or
indirectly, in or into (including by use of, or by any means or
instrumentality, for example, e-mail, post, facsimile transmission, telephone
or internet, of interstate or foreign commerce, or any facilities of a national
securities exchange) Australia, Canada, Hong Kong, Japan, New Zealand or South
Africa. Any purported acceptance of the Tender Offer that is a direct or
indirect consequence of a breach or violation of these restrictions shall be
null and void.
The full terms and conditions of the
Tender Offer will be set out in the Tender Offer Document. In deciding whether
or not to accept the Tender Offer, shareholders of WithSecure should rely only
on the information provided in the Tender Offer Document.
Notice
to shareholders of WithSecure in the United States
Shareholders
of WithSecure in the United States are advised that the Shares are not listed on a
U.S. securities exchange and that WithSecure is not subject to the periodic
reporting requirements of the U.S. Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and is not required to, and does not, file any
reports with the U.S. Securities and Exchange Commission (the “SEC”)
thereunder.
The
Tender Offer is made for the issued and outstanding Shares of WithSecure,
which is domiciled in Finland, and is subject to Finnish disclosure and
procedural requirements. The Tender Offer is made in the United States pursuant
to Section 14(e) and Regulation 14E under the Exchange Act, subject to the
exemption provided under Rule 14d-1(d) under the Exchange Act, for a Tier II
tender offer, and otherwise in accordance with the disclosure and procedural
requirements of Finnish law, including with respect to the Tender Offer
timetable, settlement procedures, withdrawal, waiver of conditions and timing
of payments, which are different from those of the United States. In
particular, the financial information included on this website has been
prepared in accordance with applicable accounting standards in Finland, which
may not be comparable to the financial statements or financial information of
U.S. companies.
You
should note that the Offeror’s ability to waive the conditions to the Tender Offer
(both during and after the end of the acceptance period) and the shareholders’
ability to withdraw their acceptances, are not the same under a tender offer
governed by Finnish law as under a tender offer governed by U.S. law. U.S. shareholders
are encouraged to consult with their own advisors regarding the Tender Offer. In
particular, the Offeror may waive conditions to the Tender Offer without
offering withdrawal rights, to the extent not required by applicable law.
The
Tender Offer is made to WithSecure’s shareholders resident in the United States
on the same terms and conditions as those made to all other shareholders of WithSecure to
whom an offer is made. Any informational documents, including the information
on this website, are being disseminated to U.S. shareholders on a basis
comparable to the method that such documents are provided to WithSecure’s
other shareholders.
To the
extent permissible under applicable law or regulations, the Offeror and its
affiliates or its brokers and its brokers’ affiliates (acting as agents for the
Offeror or its affiliates, as applicable) may from time to time and during the
pendency of the Tender Offer, and other than pursuant to the Tender Offer,
directly or indirectly purchase or arrange to purchase Shares or any securities
that are convertible into, exchangeable for or exercisable for Shares. These
purchases may occur either in the open market at prevailing prices or in
private transactions at negotiated prices. To the extent information about such
purchases or arrangements to purchase is made public in Finland, such
information will be disclosed by means of a press release or other means
reasonably calculated to inform U.S. shareholders of WithSecure
of such information. In
addition, the financial advisers to the Offeror may also engage in ordinary
course trading activities in securities of WithSecure, which may include purchases or
arrangements to purchase such securities. To the extent required in Finland,
any information about such purchases will be made public in Finland in the
manner required by Finnish law.
Neither
the SEC nor any U.S. state securities commission has approved or disapproved
the Tender Offer, passed upon the merits or fairness of the Tender Offer, or
passed any comment upon the adequacy, accuracy or completeness of the
disclosure in relation to the Tender Offer. Any representation to the contrary
is a criminal offence in the United States.
The
receipt of cash pursuant to the Tender Offer by a U.S. holder of Shares 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 holder of
Shares is urged to consult its independent professional advisers immediately
regarding the tax and other consequences of accepting the Tender Offer.
To the
extent the Tender Offer is subject to U.S. securities laws, those laws only
apply to U.S. holders of Shares and will not give rise to claims on the part of
any other person. It may be difficult for WithSecure’s shareholders to enforce
their rights and any claims they may have arising under the U.S. federal
securities laws, since the Offeror and WithSecure are located in non-U.S.
jurisdictions and some or all of their respective officers and directors may be
residents of non-U.S. jurisdictions. WithSecure’s shareholders may not be able to
sue the Offeror or WithSecure or their respective officers or directors in a
non-U.S. court for violations of the U.S. federal securities laws. It may be
difficult to compel the Offeror and WithSecure and
their respective affiliates to subject themselves to a U.S. court’s judgment.