Potential cash offer for the entire issued and to be issued share capital of EMIS Group plc (“EMIS”) by Bordeaux UK Holdings II Limited (“Bidco”), an affiliate of Optum Health Solutions (UK) Limited (“Optum UK”) and a wholly owned subsidiary of UnitedHealth Group Incorporated (“UHG”) (the “Offer”)
ACCESS TO THIS AREA OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION ON THIS MICROSITE. THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSIBLE BY PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH CONSENT OR OTHER FORMALITY WHICH UHG REGARDS AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”).
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE "INFORMATION") PUBLISHED BY BIDCO RELATING TO THE OFFER IN COMPLIANCE WITH THE UNITED KINGDOM CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE"). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
Access to the Information
If you would like to view the Information contained in this Microsite, please read this notice carefully. This notice applies to all persons who view the Information contained in this Microsite and, depending on where you are located, may affect your rights or responsibilities. Bidco reserve the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit this Microsite. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of UHG.
To allow you to view information about the Offer you must read this notice and then click "I ACCEPT". If you are unable to agree, you should click "I DECLINE" and you will not be able to view any Information about the Offer.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful. The Offer would be made solely by means of an offer or scheme document which would contain the full terms and conditions of such Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely and only on the basis of the information provided in any such document.
This Information is not directed at or intended to be accessible by persons resident in any Restricted Jurisdiction.
Viewing the Information you are seeking to access may be restricted under securities laws in certain jurisdictions, accordingly, viewing the Information may not be lawful if you are resident or located in a Restricted Jurisdiction. All persons resident outside of the United Kingdom (the “UK”) who wish to view the Information contained in this Microsite must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so and should inform themselves about, and observe, any legal or regulatory requirements applicable in their jurisdiction.
YOU SHOULD NOT DOWNLOAD, MAIL, FORWARD, DISTRIBUTE, SEND OR SHARE THE INFORMATION OR DOCUMENTS CONTAINED ON THIS MICROSITE TO ANY PERSON. IN PARTICULAR, YOU SHOULD NOT MAIL, FORWARD, DISTRIBUTE OR SEND THE INFORMATION OR DOCUMENTS CONTAINED THEREIN TO ANY RESTRICTED JURISDICTION.
This Microsite contains Information that has been prepared for the purposes of complying with English law and the Code and the Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales.
It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. If you are not permitted to view the Information on this Microsite, or are in any doubt as to whether you are permitted to view the Information, please exit this Microsite and seek independent advice. None of UHG, Optum UK, Bidco, their affiliated companies, nor any of their respective directors or advisers assume any responsibility for any violation by any person of any of these restrictions.
Additional U.S. information
The Offer relates to the securities of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the United States. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-US accounting standards that may not be comparable to the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States. It may be difficult for US holders of shares to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Offer, since EMIS is located in a country other than the United States, and some or all of its officers and directors may be residents of countries other than the United States. US holders of shares in EMIS may not be able to sue EMIS or its respective officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel EMIS and its respective affiliates to subject themselves to the jurisdiction or judgment of a US court.
This Microsite and the Information contained in it may contain certain forward-looking statements with respect to the financial condition, results of operations and businesses of UHG, Optum UK, Bidco and the Wider Bidco Group (being Bidco and its subsidiaries and subsidiary undertakings) following the implementation of the Offer.
All statements other than statements of historical fact are, or may be deemed to be, forwardlooking statements. Forward-looking statements are statements of future expectations that are based on management's current expectations and assumptions and involve known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in these statements. Forward-looking statements include, among other things, statements concerning the potential exposure of UHG, Optum UK, Bidco and the Wider Bidco Group to market risks and statements expressing management’s expectations, beliefs, estimates, forecasts, projections and assumptions, including as to future potential cost savings, synergies, earnings, cash flow, return on capital employed, production and prospects. These forward-looking statements may be identified by their use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend", "may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of UHG, Optum UK, Bidco and the Wider Bidco Group and could cause those results to differ materially from those expressed in the forward-looking statements included in this Microsite and in the Information. These factors include, but are not limited to: price fluctuations in respect of particular products; loss of market share and industry competition; legislative, fiscal and regulatory developments; economic and financial market conditions in various countries and regions; the ability to obtain requisite shareholder approvals and satisfy other transaction conditions; and changes in general economic, business and political conditions, including changes in the financial markets.
All forward-looking statements contained in this Microsite and in the Information are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Readers should not place undue reliance on forward-looking statements.
Each forward-looking statement speaks only as at the specified date of the relevant document within which the statement is contained. Neither UHG, Optum UK, Bidco nor the Wider Bidco Group undertake any obligation to publicly update or revise any forward-looking statement as a result of new information, future events or other information. In light of these risks, results could differ materially from those stated, implied or inferred from the forward-looking statements contained in this Microsite and in the Information.
Unless expressly stated otherwise, no statement contained or referred to in this Microsite or in the Information is intended to be a profit forecast.
In relation to any materials connected with the Offer accessible on this Microsite, please note any statement of responsibility contained therein.
The documents included in this Microsite issued or published by UHG, Optum UK or Bidco speak only at the specified date of the relevant document and UHG, Optum UK and Bidco have, and accept, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Offer related materials issued or published by third parties, that are accessible in this Microsite, the only responsibility accepted by UHG, Optum UK and Bidco and their directors is for the correctness and fairness of its reproduction in this Microsite.
None of UHG, Optum UK or Bidco, nor any of their directors, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) or, if you are located outside the UK, from an appropriately authorised independent financial adviser.
This notice shall be governed by and construed in accordance with English law.
Confirmation of understanding and acceptance
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials and Information on this Microsite or parts of it illegal.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials and Information on this Microsite to any other person at any time.
- I represent and warrant to UHG, Optum UK and Bidco that I intend to access this Microsite for information purposes only.
If you are not able to give these confirmations, you should click on “I DECLINE” below.