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Disclaimer for DT Media’ English language website in relation to the Mandatory Takeover and Delisting Offer
You have accessed the website provided by Digital Turbine Media, Inc., a Delaware corporation, for the publication of documents and notices relating to the mandatory offer to acquire all shares in Fyber N.V., a public company (naamloze vennotschap) incorporated under Dutch law, registered with the Trade Register of the Dutch Chamber of Commerce (handelsregister van de Kamer van Koophandel) in Amsterdam under no. 54747805 and with branch office address at Wallstraße 9-13, 10179 Berlin, registered in the commercial register kept at the local court of Charlottenburg under HRB 166541 B (“Mandatory Offer“).
Visitors to this page are requested to read the following legal information and to confirm at the bottom of this page in order to be directed to the pages containing further information in connection with the Mandatory Offer.
On May 25, 2021, Digital Turbine Media, Inc. (“Offeror“), published the announcement of the acquisition of control over Fyber N.V. pursuant to section 35 (1) in conjunction with section 10 (3) of the German Securities Acquisition and Takeover Act (“WpÜG“) and Sections 5:70 and 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht).
On the following pages you will find the publication of the announcement of the acquisition of control over Fyber N.V. and – after its publication – the offer document, publications pursuant to section 23 WpÜG as well as other documents and information relating to the Mandatory Offer.
The Mandatory Offer is being implemented exclusively in accordance with the statutory provisions of the Federal Republic of Germany, in particular the WpÜG, the German Ordinance on the Contents of the Offer Document, the Consideration in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and to Make an Offer (“WpÜG-Angebotsverordnung“) as well as certain applicable securities laws of the United States of America (“USA“).
Dutch law, including the Dutch Civil Code (Burgerlijk wetboek), the Dutch Financial Market Authority Act (Wet op het financieel toezicht), the Dutch Takeover Order (Besluit openbare biedingen Wft) and the Dutch Corporate Governance Decree (De Nederlandse corporate governance code), applies to company law issues, in particular with respect to the percentage of voting rights giving control, with respect to the exemptions from the obligation to make an offer and with respect to the conditions under which the management board and the supervisory board of Fyber N.V. can take defensive measures against the Mandatory Offer.
The Mandatory Offer is not made or intended to be made pursuant to the provisions of any other jurisdiction. Accordingly, no notifications, registrations admissions or approvals of the Mandatory Offer or of the offer document containing the Mandatory Offer have been or will be applied for or initiated outside of the Federal Republic of Germany.
The Mandatory Offer is not subject to an examination or registration procedure by a supervisory authority outside Germany and has not been approved or recommended by any such supervisory authority, provided that Fyber N.V. will have to publish and file with the Dutch Financial Supervisory Authority (Stichting Autoriteit financiële Markten) a position statement in accordance with section 24 of the Dutch Takeover Decree. Shareholders shall not rely on foreign law provisions irrespective of their place of residence, registered office or habitual residence, their nationality or the place where they receive information about this Mandatory Offer or take actions in relation to this Mandatory Offer.
The Offeror and the persons acting jointly with the Offeror within the meaning of Section 2 (5) WpÜG (“Further Controlling Parties“) therefore do not assume any responsibility for compliance with laws other than the laws of the Federal Republic of Germany or applicable securities laws of the USA. Furthermore, the Offeror and the Further Controlling Parties assume no responsibility for the non-compliance of third parties with any laws.
With the exception of the purchase offer to the shareholders of Fyber N.V. contained in the offer document, announcements on this website do not constitute an offer to purchase or exchange shares in Fyber N.V. or the Offeror or the Further Controlling Parties or an invitation to submit purchase or exchange offers. All information contained on this website and documents accessible via this website are intended solely for information purposes and to comply with applicable laws. Unless expressly stipulated by law or in the offer document, this does not constitute a voluntary issuance of guarantees or warranties or any other legal obligation by the Offeror or the Further Controlling Parties. The terms and conditions of the Mandatory Offer and other provisions relating to the Mandatory Offer are contained solely in the published offer document. The Offeror and the Further Controlling Parties reserve the right to change the terms and conditions of the Mandatory Offer to the extent legally permissible.
The publication, dispatch, distribution or dissemination of the offer document or other documents related to the Mandatory Offer outside the Federal Republic of Germany, the member states of the European Union and the European Economic Area and the United States may be subject to legal restrictions. The offer document and other documents related to the Mandatory Offer may not be sent or distributed or published in countries where this would be unlawful. In no event shall this constitute a direct or indirect offer to buy or exchange securities in any jurisdiction in which such offer would be contrary to the laws of such jurisdiction.
To the extent permitted by applicable law, and in accordance with German market practice, the Offeror and the Further Controlling Parties or their agents may acquire, directly or indirectly, securities of Fyber N.V. or enter into corresponding agreements outside the Mandatory Offer before, during or after the expiration of the acceptance period. This also applies to other securities which grant a direct conversion or exchange right into or an option right on securities of Fyber N.V. These purchases may be made on the stock exchange at market prices or outside the stock exchange and outside the USA at negotiated conditions in compliance with applicable German legal provisions, in particular the WpÜG. The offer price shall be increased to match any consideration paid outside the Offer if higher than the offer price. All information about these acquisitions will be published to the extent required by law. Such information will also be published on the Offeror’s website at www.digitalturbine.com/notification EN.
Insofar as the information contained on this website contains forward-looking statements, which are indicated in particular by terms such as “expect”, “believe”, “be of opinion”, “assume”, “estimate”, “intend” or “aim” and similar expressions (including the negation of these terms), these statements are based on the information available to the Offeror and the Further Controlling Parties at the date of its transaction and merely express current intentions, views or expectations of the Offeror and the Further Controlling Parties. These are subject to risks and uncertainties that are regularly beyond the Offeror’s and the Further Controlling Parties’ control and may prove to be incorrect. It is also possible that the Offeror and the Further Controlling Parties may subsequently change their intentions. The Offeror and the Further Controlling Parties will only update these statements if obliged to do so under the WpÜG.
I hereby confirm that I have read the above legal information.