Financial service providers are subject to legal disclosure requirements, which mandate that clients holding the respective securities must be informed about tender offers. If you do not wish to accept the offer, there is no immediate need for action on your part, meaning you do not have to respond.
A so-called "Mini-Tender Offer" refers to an offer for a share portion of less than 5% of the company and is therefore not subject to the investor protection of the US Securities and Exchange Commission (SEC). Consequently, offerors limit the offer to a total number of shares. If shareholders accept such an offer for a total number of shares that exceeds this maximum, an allocation occurs, meaning that only a portion of the tendered shares may be acquired by the offeror.
The person or company making the offer may, but is not obligated to, execute the offer. Such offers are often only executed at the end of the offer period if the share price at that time has exceeded the offer price of the offerors. If this offer condition is not met, the offerors have the right to withdraw or extend the offer - often by several weeks or even months. Offerors can also make short-notice changes to the offer conditions at any time, over which we have no influence.
Please note that the offer can only be accepted for holdings custodied in the USA. According to the List of Prices and Services of Scalable Capital (p. 121), a one-time fee of EUR 24.99 plus any applicable third-party costs will be incurred for a change of depositary.
These offers may be subject to review by the US tax authorities under IRC Section 302. If the tax authority classifies the payment as an income payment to non-US persons, the cash payouts may be subject to a US withholding tax of 30%. We cannot assess beforehand whether a cash tender offer is subject to this tax, and it is outside our influence. Classification as taxable income can be made by the US tax authorities at very short notice - even after the offer period has expired.
Please note that this securities notification is merely the forwarding of a third-party message in accordance with No. 16 of the Special Terms and Conditions for Securities Transactions. We point out that Scalable Capital has not verified the content of the message. When forwarding mandatory tender or exchange offers, as well as voluntary purchase or exchange offers, we point out that shareholders must assess the value of the offer themselves and decide whether they wish to accept the offer.
