Voluntary Public Takeover Offer of Informatica Deutschland AG to the shareholders of Heiler Software AG
You have accessed the website which contains documents and information in connection with the Voluntary Public Takeover Offer to the shareholders of Heiler Software AG.
Shareholders of Heiler Software AG are kindly requested to confirm that they have read the following legal information in order to access the website regarding the Voluntary Public Takeover Offer.
Important Legal Information
On October 1, 2012, Informatica Deutschland AG (the "Offeror"), a wholly-owned indirect subsidiary of Informatica Corporation, Redwood City, California (USA) published its decision to make a Voluntary Public Takeover Offer to all shareholders of Heiler Software AG (the "Heiler Shareholders") for the acquisition of all shares of Heiler Software AG (the "Takeover Offer") pursuant to section 29 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, "WpÜG").
On the following webpages, you will find the offer document as well as further information and publications in connection with the Takeover Offer pursuant to Section 29 (1) WpÜG. The Takeover Offer is made to all Heiler Shareholders and refers to the acquisition of all issued shares in Heiler Software AG, that are not already held by the Offeror.
All information contained on, or accessible through, this website is for information purposes as well as the purpose of complying with the provisions of the WpÜG in conjunction with the German ordinance on the contents of offer documents, the consideration payable in relation to takeover offers and mandatory offers, and exemptions from the obligation to publish and submit an offer (together the "German Takeover Law"), and with certain applicable tender offer rules under U.S. federal securities laws only. The information contained on this website and the documents accessible through this website are not for the purposes of the Offeror making any representations or entering into any other binding legal commitments. In particular, other than the published offer document, such information and documents do not constitute an offer to the Heiler Shareholders to purchase, or an invitation to issue an offer to sell, shares in Heiler Software AG. An offer to purchase shares in Heiler Software AG is only made by publishing the offer document and is exclusively subject to its terms and conditions. To the extent legally permissible, the Offeror reserves the right to change the terms and conditions of the Takeover Offer. Heiler Shareholders are strongly advised to read and to review the offer document in detail, as well as all other relevant documents regarding the Takeover Offer at their earliest convenience as these contain important information. Heiler Shareholders should seek independent advice where appropriate in order to reach a reasoned decision in respect of the content of the offer document and the Takeover Offer itself.
The Takeover Offer is made solely pursuant to German law, in particular pursuant to the German Takeover Law. It is made in reliance on, and in compliance with, Rule 14d-1(c) under the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act"), and as a result the Offeror is not required to comply with all of the tender offer rules under Regulation 14E and the Exchange Act. The Offeror does not make the Takeover Offer under any jurisdiction other than the Federal Republic of Germany.
Other than in the Federal Republic of Germany, no further registrations, authorizations or approvals of the Takeover Offer have been procured, granted or applied for. The Offeror and the persons acting in concert with the Offeror pursuant to section 2 para 5 WpÜG therefore do not assume any responsibility for compliance with any laws other than those of the Federal Republic of Germany and certain U.S. federal securities laws. Thus, Heiler Shareholders cannot rely on the application of any other laws protecting investors.
Heiler Shareholders in the U.S. should be aware that the Takeover Offer is being made for securities of a non-U.S. company and should carefully review the "Important Information for U. S. Shareholders" section in the offer document for important differences between the Takeover Offer and offers made for securities of U.S. companies.
The Takeover Offer has not been approved or rejected either by the United States Securities and Exchange Commission or by another securities regulator of a U.S. state, nor has the United States Securities and Exchange Commission or another securities regulator of a U.S. state decided on the honesty and the value of the Takeover Offer or the accuracy and fairness of the information contained generally in offer documents. Any assertion to the contrary represents a criminal offense.
This website contains forward-looking statements, including those related to the Takeover Offer, the timing of the Takeover Offer, the expected future business of the Offeror, Informatica Corporation or any other entity, and the expected benefits to customers, employees and shareholders. These statements are based on the current expectations of the management of the Offeror and Informatica Corporation and are inherently subject to risks, uncertainties and changes in circumstances.
These expectations or any forward-looking statements could prove to be incorrect, and actual results could differ materially from those projected or assumed in the forward-looking statements. The potential risks, uncertainties and changes in circumstances that could cause actual results to differ materially include, among others, risks related to the completion of the Takeover Offer, product integration and the failure of the market to develop as expected. The Offeror and Informatica Corporation do not undertake any obligation to update the forward-looking statements to reflect actual results, or any change in events, conditions, assumptions or other factors.