UniCredit S.p.A. (the Bidder) has published its decision to make a voluntary public takeover offer (the Takeover Offer) to the shareholders of Commerzbank (the Commerzbank Shareholders) to acquire all shares in Commerzbank (the Commerzbank Shares).

On the following pages you will find the publication of the decision to make the Takeover Offer in accordance with Section 10 para. 1 in conjunction with Sections 29 para. 1, 34 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, WpÜG), as well as press releases and other information regarding the Takeover Offer. All information contained and documents made available on this website are for information purposes only and in order to comply with the provisions of the WpÜG, the German Regulation on the Content of the Offer Document, the Consideration to be granted in Takeover Offers and Mandatory Offers and the Exemption from the Obligation to Publish and Launch an Offer (WpÜG-Angebotsverordnung, WpÜG Offer Regulation) and other applicable laws in connection with the Takeover Offer.


The Takeover Offer relates to shares in a company established under German law and is subject to the statutory provisions of the Federal Republic of Germany on the implementation and conduct of such an offer, as well as certain applicable securities law provisions of the United States. The Takeover Offer will, in particular, be implemented in accordance with (i) the WpÜG and the WpÜG Offer Regulation, and (ii) certain applicable securities law provisions of the United States.


None of the Takeover Offer nor any of the materials accessible on the following pages is an offer of securities of the Bidder in the United States. Neither the new ordinary shares in the Bidder to be offered as consideration in exchange for tendered Commerzbank Shares nor any other securities have been or will be registered under the US Securities Act of 1933, as amended (the Securities Act), and neither such new ordinary shares in the Bidder nor any other securities may be offered, sold or delivered within or into the United States, except pursuant to an applicable exemption of, or in a transaction not subject to, the Securities Act.


The Bidder and/or persons acting jointly with the Bidder within the meaning of Section 2 para. 5 of the WpÜG may acquire, or make arrangements to acquire, Commerzbank Shares other than in the course of the Takeover Offer, on or outside the stock exchange during the period in which the Takeover Offer remains open for acceptance, provided that such acquisitions or arrangements to acquire will comply with the applicable German statutory provisions, in particular the WpÜG, and, to the extent applicable, with the securities laws of the United States of America, including Rule 14e-5(b) under the US Securities Exchange Act of 1934, as amended, and the offer consideration must be increased, as necessary, to match any higher acquisition price paid outside the Takeover Offer.


All information regarding such acquisitions will be disclosed in accordance with the laws or regulations applicable in Germany or any other relevant jurisdiction and on this website.


Commerzbank Shareholders domiciled or habitually resident in the United States (U.S. Shareholders) may face difficulties in enforcing their rights and claims under U.S. federal securities laws because both Commerzbank and the Bidder are domiciled outside the United States and all of their respective directors and officers are domiciled outside the United States. U.S. Shareholders may not be able to sue a company incorporated outside the United States or its directors and officers in a court outside the United States for violations of U.S. securities laws. Furthermore, difficulties may arise in enforcing judgments of a U.S. court against a company incorporated outside the United States.


The publication, dispatch, distribution or dissemination of the offer document and any other documents or information relating to the Takeover 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 any other documents or information relating to the Takeover Offer may not be dispatched to, or disseminated, distributed or published by third parties in countries in which this would be illegal. The Bidder has not given its permission for the dispatch, publication, distribution or dissemination of the offer document and any other documents or information relating to the Takeover Offer by third parties outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and the United States. Therefore, custodian investment service providers may not publish, dispatch, distribute or disseminate the offer document and any other documents or information relating to the Takeover Offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area, and the United States unless in compliance with all applicable domestic and foreign statutory provisions.


An offer to acquire Commerzbank Shares will be made solely pursuant to the terms and conditions of the Takeover Offer. Further, the information and documents made available on this website do not constitute an invitation to make an offer to sell or acquire Commerzbank Shares and do not aim to issue a guarantee or constitute any other legal obligation of the Bidder. The Bidder reserves the right to amend the terms and conditions of the Takeover Offer to the extent permitted by law.

 

The terms and conditions of the Takeover Offer will be published in, and the offer to purchase the Commerzbank Shares will be made only pursuant to, the offer document prepared by the Bidder and as approved by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht, BaFin) and related offer materials. Once the necessary permission from BaFin has been obtained, the offer document and related offer materials will be published in Germany. The offer document for the Takeover Offer (in German and in English) containing the detailed terms and conditions of, and other information relating to, the Takeover Offer will, among other things, be published on this website.

 

The final terms of the Takeover Offer may differ from the basic information described on the following pages. Commerzbank Shareholders are strongly advised to read the offer document and all other documents and announcements relating to the Takeover Offer carefully when they become available, as they will contain important information that shareholders should consider before making any decision regarding the Takeover Offer.