You have called up the Internet page with documents and information concerning the
public takeover offer of BASF to the shareholders of Ciba.
In order to
proceed to the Internet page with information about the takeover offer, please confirm that you have
read the following legal disclaimer.
Important legal disclaimer
BASF Handels- und Exportgesellschaft mbH, Ludwigshafen, Germany («BASF»),
has announced that it will make a voluntary cash tender offer (the «Offer») for the entire share capital
issued and to be issued of Ciba Holding AG, Basel, Switzerland, («Ciba»), pursuant
to an offer document published or to be published on this website, to the shareholders of Ciba («Ciba
Shareholders») in accordance with the Swiss Federal Act on Stock Exchanges and Securities («BEHG»).
This website and the information contained therein is not intended for distribution to, or use by, any
person or entity in any jurisdiction or country where such distribution or use would be contrary to
local law or regulation.
This website has been prepared by Ciba, and
the information contained therein have been prepared by Ciba and/or BASF. No representation or warranty
(express or implied) of any nature is given, nor is any responsibility or liability of any kind accepted,
with respect to the truthfulness, completeness or accuracy of any information, projection, statement
or omission in this presentation.
This website and the information contained
therein do not constitute, nor do they form part of, any offer or invitation to buy, sell, exchange
or otherwise dispose of, or issue, or any solicitation of any offer to sell or issue, exchange or otherwise
dispose of, buy or subscribe for, any securities, nor do they constitute investment, legal, tax, accountancy
or other advice or a recommendation with respect to such securities, nor do they constitute the solicitation
of any vote or approval in any jurisdiction, nor shall there be any offer or sale of securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the applicable securities laws of any such jurisdiction (or under exemption from such requirements).
Offer Restrictions
The public tender offer (Öffentliches Kaufangebot) of BASF
Handels- und Exportgesellschaft mbH, Ludwigshafen, Germany («BASF»), for all publicly
held shares of Ciba Holding AG, Basel, Switzerland («Ciba»), is not being made directly
or indirectly in any country or jurisdiction in which such offer would be considered unlawful or in
which it would otherwise violate any applicable law or regulation, or which would require BASF to amend
the terms or conditions of the public tender offer in any way, or which would require to make any additional
filing with or take any additional action with regard to any governmental, regulatory or legal authority.
BASF does not intend to extend the public tender offer to any such country or jurisdiction. Documents
relating to the public tender offer may not be distributed in such countries or jurisdictions or sent
into such countries or jurisdictions and may not be used for purposes of soliciting the purchase of
any securities of Ciba by any person or entity in such countries or jurisdictions.
Notice to U.S. Holders
The public tender offer described in the offer documents of BASF is being made for
the securities of Ciba, a Swiss company, and is subject to Swiss disclosure requirements, which are
different from those of the United States. U.S. holders of shares of Ciba are encouraged to consult
with their own Swiss advisors in connection with the tender offer.
The receipt of cash pursuant to the public tender offer by a U.S. holder of shares
of Ciba 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 shareholder of Ciba is urged to consult
his independent professional adviser immediately regarding the tax consequences of acceptance of the
public tender offer.
It may be difficult for U.S. holders to enforce their rights and any claim arising
out of U.S. federal securities laws, since BASF and Ciba are each located in a non-U.S. jurisdiction,
and some or all of their officers and directors may be residents of a non-U.S. jurisdiction. U.S. holders
may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations
of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates
to subject themselves to a U.S. court's judgment.
BASF and any of its affiliates and any advisor, broker or financial institution
acting as an agent or for the account or benefit of BASF may, subject to applicable Swiss and U.S. securities
laws, rules and regulations and pursuant to exemptive relief granted by the U.S. Securities and Exchange
Commission from Rule 14e-5 under the Securities Exchange Act of 1934, as amended (the «Exchange Act»)
make certain purchases of, or arrangements to purchase, shares of Ciba from shareholders of Ciba who
are willing to sell their shares of Ciba outside the public tender offer from time to time, including
purchases in the open market at prevailing prices or in private transactions at negotiated prices. BASF
will disclose promptly any information regarding such purchases of shares of Ciba in Switzerland and
the United States through the electronic media, if and to the extent required under applicable laws,
rules and regulations in Switzerland.
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