The Takeover Offer is issued exclusively under the laws of the Federal Republic of Germany (“ Germany”), especially under the German Securities Acquisition and Takeover Act ( Wertpapiererwerbs- und Übernahmegesetz, (“ WpÜG”) and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (“ WpÜG Offer Regulation”), and certain applicable provisions of the securities law of the United States of America (“ United States”). The Takeover Offer will not be executed according to the provisions of jurisdictions (including the jurisdictions of Australia and Japan) other than those of Germany and certain applicable provisions of securities law of the United States. Thus, no other announcements, registrations, admissions or approvals of the Takeover Offer outside Germany have not been and will not be filed, arranged for or granted. The shareholders of Celesio cannot rely on having recourse to provisions for the protection of investors in any jurisdiction other than such provisions of Germany. Any contract that will be concluded on the basis of the Takeover Offer will be exclusively governed by the laws of Germany and will have to be interpreted in accordance with such laws.Neither Dragonfly nor any persons acting in concert with Dragonfly within the meaning of Section 2 para 5 of the WpÜG have authorized the publication, sending, distribution, or dissemination of this press release or any other document associated with the Takeover Offer by third parties outside Germany, the United States and Canada. Neither Dragonfly nor persons acting in concert with Dragonfly within the meaning of Section 2 para. 5 of the WpÜG are in any way responsible for the compliance of the publication, sending, distribution, or dissemination of this press release or any other document associated with the Takeover Offer by a third party outside of Germany, the United States and Canada to any jurisdiction with legal provisions other than those of Germany, the United States and Canada.
The publication, sending, distribution or dissemination of this press release in certain jurisdictions other than Germany, the United States and Canada may be governed by laws of jurisdictions other than Germany, the United States and Canada in which the publication, sending, distribution or dissemination are subject to legal restrictions. Persons who are not resident in Germany, the United States and Canada or who are for other reasons subject to the laws of other jurisdictions should inform themselves of, and observe, those.This press release is not for release, publication or distribution, in whole or in part, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction. Forward-looking Statements This press release includes “forward-looking statements” within the meaning of Section 27A of the U.S. Securities Act of 1933 and Section 21E of the U.S. Securities Exchange Act of 1934 (the “ Exchange Act”), as amended, that are subject to risks and uncertainties and other factors. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. These statements do not represent facts and may be characterized by words such as “expect”, “believe”, “estimate”, “intend”, “aim”, “assume” or similar expressions. Such statements express the intentions, opinions, or current expectations of McKesson, the persons acting in concert with McKesson pursuant to Section 2 para. 5 of the WpÜG and Celesio with respect to possible future events, e.g., regarding possible consequences of the Takeover Offer for McKesson or Celesio, for those shareholders of Celesio who choose not to accept the Takeover Offer or for future financial results of McKesson or Celesio. Such forward-looking statements are based on current plans, estimates and forecasts which McKesson, the persons acting in concert with McKesson pursuant to Section 2 para. 5 of the WpÜG and Celesio have made to the best of their knowledge, but which do not claim to be correct in the future. Forward-looking statements are subject to risks and uncertainties that are difficult to predict and generally cannot be influenced by McKesson, the persons acting in concert with McKesson within the meaning of Section 2 para. 5 of the WpÜG or Celesio. The forward-looking statements contained in this press release could turn out to be incorrect and/or future events and developments could considerably deviate from the forward-looking statements contained in this press release. No assurances can be given that the forward-looking statements in the offer document in relation to the Takeover Offer or any other document associated with the Takeover Offer will be realized. Subject to compliance with applicable law and regulations, neither McKesson nor Dragonfly intend to update these forward-looking statements or to undertake any obligation to do so. If you are a resident of the United States, please read the following: The Takeover Offer will be made for the securities of a non-U.S. company and will be subject to the disclosure and procedural laws, standards and practices of jurisdictions other than the U.S., although it is intended to be made in the United States in reliance on, and compliance with, Section 14(e) of the Exchange Act and Regulation 14E thereunder, as exempted thereunder by Rule 14d-1(c).
In accordance with the Takeover Offer, McKesson, Dragonfly, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, Celesio Shares and convertible bonds issued by Celesio Finance B.V. outside the Takeover Offer also during the period in which the Takeover Offer remains open for acceptance. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.