Recommended cash offer by SailPoint Technologies UK Ltd for Osirium Technologies plc
Please read and confirm that you accept the following terms and conditions
POSSIBLE RECOMMENDED ALL-CASH OFFER TO ACQUIRE THE ENTIRE ISSUED SHARE CAPITAL OF OSIRIUM TECHNOLOGIES PLC ("OSIRIUM") BY SAILPOINT TECHNOLOGIES UK LTD ("SAILPOINT")("POSSIBLE OFFER").
Please read this notice carefully – it applies to all persons who view this webpage and, depending on who you are and where you live, it may affect your rights. Please note that this notice and the information contained in it may be altered or updated from time to time in whole or in part at the sole discretion of Osirium and/or SailPoint, and should be read in full each time you visit the website.
Access to the materials contained in this section of Osirium's website ("Microsite") maybe 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 the Microsite. If you are unable, or have any doubt whether you are able to provide the necessary confirmations you should press 'DECLINE' and you will not be able to view information about the Possible Offer.
THESE MATERIALS ARENOT DIRECTED AT, OR INTENDED TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED INANY 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 ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY THAT OSIRIUM AND/OR SAILPOINT (AS THE CASE MAY BE) CONSIDERS TO BE UNDULY ONEROUS (EACH A "RESTRICTED JURISDICTION"). UNLESS OTHERWISE DETERMINED BY OSIRIUM AND/OR SAILPOINT, AND PERMITTED BY APPLICABLE LAWS AND REGULATIONS, IT IS NOT INTENDED THAT THESE MATERIALS BE ACCESSIBLE BY PERSONS RESIDENT OR LOCATED IN ANY RESTRICTED JURISDICTION.
THIS MICROSITE CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION PUBLISHED BY OSIRIUM AND SAILPOINT RELATING TO THE POSSIBLE OFFER IN COMPLIANCE WITH THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") TO BE IMPLEMENTED BY MEANS OF A SCHEME OF ARRANGEMENT.
ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THE MICROSITE BY OSIRIUM AND SAILPOINT IN GOOD FAITH, FOR INFORMATION PURPOSES ONLY AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
THE POSSIBLE OFFER CANNOT BE VALIDLY ACCEPTED OR VOTED ON BY ANY PERSONS BY MEANS OF DOWNLOADING A COPY OF ANY OF THE INFORMATION FROM THE MICROSITE.
Basis of access
The materials contained in the Microsite are made available in good faith. Nothing contained on the Microsite, or anything which can be downloaded from it, is intended to, and does not, constitute or form any part of an offer to sell or otherwise dispose of or an invitation or solicitation of any offer to purchase or subscribe for any securities, or the solicitation of any vote or approval, pursuant to the Possible Offer or otherwise in any Restricted Jurisdiction. The Possible Offer (if it proceeds) would be made solely by means of an offer or scheme document which would contain the full terms of such offer, including details of how it may be accepted. Any decision made in relation to such Possible Offer should be made solely and only on the basis of the information provided in any such document.
The information contained on the Microsite speaks only at the date of the relevant document or announcement reproduced on the Microsite, and neither Osirium or SailPoint, nor any of their directors or affiliated companies, has or accepts responsibility or duty to update any such information, document or announcement. Osirium and SailPoint reserve the right to add to, remove or amend any information reproduced on the Microsite at anytime.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the directors of Osirium and SailPoint (as the case may be) is for the correctness and fairness of its reproduction or presentation, unless a responsibility statement in any relevant document expressly provides otherwise.
Neither Osirium or SailPoint, nor any of their directors or affiliated companies have reviewed, and none of them is or shall be responsible for or accepts any liability in respect of any information contained on any other website that may be linked to the Microsite by a third party.
If you are in any doubt about the contents of the 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 United Kingdom, from an appropriately authorised independent financial adviser.
Viewing the materials you seek to access may not be lawful if you are resident in certain jurisdictions. In other jurisdictions, only certain categories of person may be allowed to view such materials.
Any person outside the United Kingdom who wishes to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of and observe any legal or regulatory requirements applicable in their jurisdiction. Any failure to comply with restrictions may constitute a violation of the securities laws of any such jurisdiction.
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 MATERIALS ONTHE MICROSITE OR ANY COMMUNICATION OR DOCUMENT IN RELATION TO THE POSSIBLE OFFER BY VIRTUE OF APPLICABLE LAWS OR REGULATORY REQUIREMENTS, PLEASE EXIT THE MICROSITE IMMEDIATELY. SHOULD YOU BE IN ANY DOUBT ABOUT WHETHER YOU ARE PERMITTED TO VIEW MATERIALS ON THE MICROSITE, YOU SHOULD NOT ACCESS THE MICROSITE AND YOU SHOULD TAKE LEGAL ADVICE.
Copies of the materials on the Microsite are not being, and must not be, released or otherwise forwarded, published, distributed or sent ,in whole or in part, directly or indirectly, in or into the United States ("the U.S.") or any other Restricted Jurisdiction, or to U.S. persons ("U.S. Persons") as defined in Regulation S of the U.S. Securities Act of1933 (the "Securities Act"),and persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them into or from a Restricted Jurisdiction. You should not forward, transmit or show the announcements, information or documents contained on the Microsite. In particular, you should not forward or transmit the announcements, information or documents contained therein to any Restricted Jurisdiction.
Additional U.S. information
The materials do not constitute an offer to acquire or exchange securities in the U.S. The Possible Offer relates to the securities of a UK company (the “Osirium Shares”). The Possible Offer is not subject to the tender offer rules or the proxy solicitation rules under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"). Accordingly, the Possible Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules. Any financial statements or other financial information included in this Microsite may have been prepared in accordance with non-U.S. accounting standards that may not be comparable to the financial statements of U.S. companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the U.S.
The receipt of consideration pursuant to any offer by a U.S. holder of Osirium Shares may be a taxable transaction for U.S. federal income tax purposes and under applicable U.S. state and local, as well as foreign and other, tax laws. Each Osirium shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of accepting an offer. Furthermore, the payment and settlement procedure with respect to any offer will comply with the relevant United Kingdom rules, which differ from the U.S. payment and settlement procedures, particularly with regard to the date of payment of consideration.
It may be difficult for U.S. holders of Osirium Shares to enforce their rights and any claims they may have arising under the U.S. federal securities laws in connection with the Possible Offer, since Osirium is a company located in a country other than the U.S., and some or all of its officers and directors may be residents of countries other than the U.S. U.S. holders of Osirium Shares may not be able to sue Osirium or their respective officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel Osirium and its respective affiliates to subject themselves to the jurisdiction or judgment of a U.S. court.
Any securities referred to in the information contained on the Microsite have not been and will not be registered under the Securities Act, or under the securities laws of any state or other jurisdiction of the U.S. and may not be offered or sold, directly or indirectly, in or into the U.S. or to U.S. Persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the U.S.
If it proceeds, the Possible Offer may be implemented by way of a scheme of arrangement provided for under English company law (a “Scheme”). A transaction effected by means of a Scheme is not subject to the tender offer rules under the U.S. Exchange Act. Accordingly, the Possible Offer is subject to disclosure requirements and practices applicable in the United Kingdom to schemes of arrangement, which differ from the disclosure requirements of U.S. tender offer and proxy solicitation rules.
Alternatively, the Possible Offer may be implemented by way of a takeover offer (“Takeover Offer”). If SailPoint exercises its right to implement the Possible Offer by way of a Takeover Offer, it is expected that such offer will be made in compliance with the applicable U.S. laws and regulations.
In accordance with normal UK practice and pursuant to Rule14-5(b) of the US Exchange Act, SailPoint, its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Osirium Shares outside of the U.S., other than pursuant to the Possible Offer, until the date on which the Takeover Offer and/or Scheme (if they proceed) become effective, lapse or are otherwise withdrawn. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in the UK, and will be reported to a Regulatory Information Service and will be available on the London Stock Exchange website at www.londonstockexchange.com.
The materials on the Microsite (including information incorporated by reference) may contain statements that are deemed to be "forward looking statements" in connection with the Possible Offer and SailPoint's or Osirium’s financial condition, results of operations, business plans and objectives of management for future operations. Such statements are prospective in nature and are naturally subject to uncertainty and changes in circumstances. All statements other than historical statements of facts may be forward-looking statements. Statements containing the words "targets", "plans", "believes"," expects", "aims", "intends", "will", "may", "anticipates", "estimates", "projects" or "considers" or other similar words may be forward-looking statements.
These forward-looking statements are based on numerous assumptions and assessments made in light of Osirium's and SailPoint's (as applicable) experience and perception of historical trends, current conditions, business strategies, operating environment, future developments and other factors considered appropriate. The factors described in the context of such forward-looking statements in the Microsite could cause SailPoint's plans with respect to Osirium, and/or Osirium or SailPoint's actual results, performance or achievements or industry results and developments to differ materially from those expressed in or implied by such forward-looking statements. Although it is believed that the expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to have been correct and persons reading the Microsite are therefore cautioned not to place undue reliance on these forward-looking statements which speak only as at the date of the relevant document or announcement reproduced on the Microsite. Osirium and SailPoint expressly disclaim any obligation or undertaking to update or revise any forward-looking statements as a result of subsequent events or developments, except as required by applicable law or regulation.
No profit forecast
Save as otherwise expressly stated in any relevant information, no statement in any document contained in this Microsite is intended as a profit forecast or a profit estimate for any period and no statement in any document contained in this Microsite should be interpreted to mean that the earnings or earnings per share of Osirium or any of its affiliates for current or future financial years will necessarily match or exceed the historical published earnings per share for Osirium.
This notice shall be governed by and interpreted in accordance with English law.