This press release or the information contained therein is not being issued and may not be (directly or indirectly) distributed in the United States of America, Canada, Australia or Japan or in any other jurisdiction where such distribution would be unlawful, and does not constitute an offer of securities for sale in such countries.
Arbon, 13 December 2016 – The purchase and exchange offer by AFG for all publicly held registered shares in Looser published on 29 September 2016 will be closed today, 13 December 2016. Arbonia (former AFG) holds 97.53 percent of the shares in Looser. The combination of the two companies will create a leading European building supplier.
Alexander von Witzleben
Chairman of the Board of Directors and CEO
Head Corporate Communications
T +41 71 447 45 54
This press release is for informational purposes only and constitutes neither an offer to sell nor a solicitation to buy securities. Furthermore, this press release does not constitute a prospectus within the meaning of article 652a and/or 1156 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The public purchase and exchange offer (the "Public Tender Offer") for all publicly held shares in Looser Holding AG will be made solely by means of, and on the basis of, the published offer prospectus (including any amendments thereto, if any). An investment decision regarding the acceptance of the Public Tender Offer should only be made on the basis of the offer prospectus. The offer prospectus is available free of charge on the website www.afg.ch/en/servicenavigation/publications.
This communication is directed only at persons in the United Kingdom who (i) 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) are persons 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"). This communication must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this communication relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
This communication does not constitute an "offer of securities to the public" (within the meaning of Directive 2003/71/EC of the European Union (the "Prospectus Directive")) of the securities to be issued in connection with the public purchase and exchange offer for all publicly held shares in Looser Holding AG in any member state of the European Economic Area (the "EEA"). Any offers of securities to persons in the EEA will be made pursuant to an exemption under the Prospectus Directive, as implemented in member states of the EEA, from the requirement to produce a prospectus for offers of securities.
The securities to be issued in connection with the public purchase and exchange offer for all publicly held shares in Looser Holding AG have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act"), or under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. AFG Arbonia-Forster-Holding AG will not register or make a public offer of its securities, or otherwise conduct the public purchase and exchange offer, in the United States.
This communication is not for distribution in the United States, Canada, Australia or Japan. Neither this communication nor the public purchase and exchange offer for all publicly held shares in Looser Holding AG constitutes an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction in which such an offer or solicitation would be unlawful.