January 12, 2016
Pursuant to an announcement dated 12 January 2016, the boards of Aspen Technology, Inc. ("AspenTech") and KBC Advanced Technologies plc ("KBC") have announced a recommended all cash acquisition by ATI Global Optimisation Ltd (a wholly-owned subsidiary of AspenTech) of the entire issued and to be issued share capital of KBC (the "Offer").
ACCESS TO THIS SECTION OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS 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 SECTION OF THE WEBSITE.
ELECTRONIC VERSIONS OF THE MATERIAL YOU ARE SEEKING ACCESS TO ARE BEING MADE AVAILABLE ON THIS MICROSITE BY ASPENTECH IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. THE OFFER CANNOT BE VALIDLY ACCEPTED BY KBC SHAREHOLDERS OR ANY OTHER PERSONS BY MEANS OF DOWNLOADING A COPY OF THE OFFER DOCUMENTS FROM THIS MICROSITE.
THESE MATERIALS ARE NOT DIRECTED AT OR ACCESSIBLE BY PERSONS LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS AND REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH ASPENTECH REGARDS AS UNDULY ONEROUS (“Restricted Jurisdiction”).
If you would like information on the Offer please read this notice carefully – it applies to all persons who view this Microsite and, depending on where you live, it may affect your rights.
Basis of access
The information contained on this Microsite in respect of the Offer 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 full terms and conditions of the Offer will be (or have been) set out in the formal offer documentation (which may take the form of a scheme circular or offer document) sent to or made available to KBC shareholders (the “Offer Document”). In considering the Offer, shareholders of KBC should only rely on the information contained, and procedures described, in the Offer Document. Please note that this notice may be altered or updated. You should read it in full each time you access the Microsite.
The information contained on this Microsite speaks only at the date of the relevant document or announcement reproduced on this Microsite and, subject to any continuing obligations under applicable law or any relevant listing rules, AspenTech accepts no responsibility or duty to update any such information, document or announcement, and reserves the right to add to, remove or amend any information reproduced on this Microsite at any time.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by AspenTech is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither AspenTech, nor KBC, 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.
KBC shareholders should seek advice from an independent financial advisor as to the suitability of any action for the shareholder concerned. Any shareholder action required in connection with the Offer will only be set out in the Offer Document sent to or made available to KBC shareholders by AspenTech and any decision made by such shareholders should be made solely and only on the basis of information provided in the Offer Document.
J.P. Morgan Limited, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan") and which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for AspenTech in connection with the Offer and will not regard any other person as its client in relation to the Offer and will not be responsible to anyone other than AspenTech for providing the protections afforded to clients of J.P. Morgan or its affiliates, or for providing advice in relation to the Offer or any other matters referred to herein.
The Offer relates to the shares of a UK company and it is proposed to be made by means of a scheme of arrangement provided for under the laws of England and Wales. The Offer will relate to the shares of a UK company that is a “foreign private issuer” as defined under Rule 3b-4 under the US Securities Exchange Act of 1934, as amended (the “Exchange Act”). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the Exchange Act. Accordingly, the Offer is subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of US shareholder vote, proxy solicitation and tender offer rules. Financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK and may not be comparable to the financial statement of US companies. However, if AspenTech were to elect to implement the Offer by means of a takeover offer as defined in Chapter 3 of Part 28 of the Companies Act ("Takeover Offer"), such Takeover Offer shall be made in compliance with all applicable laws and regulations, including Section 14(e) of the Exchange Act and Regulation 14E thereunder. Such Takeover Offer would be made in the US by AspenTech and no one else. In addition to any such Takeover Offer, AspenTech, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in KBC outside such Takeover Offer during the period in which such Takeover Offer would remain open for acceptance. If such purchases or arrangements to purchase are made they would be made outside the United States in compliance with applicable law, including the Exchange Act.
The information on this Microsite, including information included or incorporated by reference, may contain certain forward-looking statements with respect to AspenTech and KBC. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. Forward-looking statements often use words such as “anticipate”, “target”, “expect”, “estimate”, “intend”, “plan”, “goal”, “believe”, “aim”, “will”, “may”, “would”, “could” or “should” or other words of similar meaning or the negative thereof. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, economic performance, financial conditions, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of the operations of the AspenTech group or the KBC group; and (iii) the effects of government regulation on the business of the AspenTech group or the KBC group.
These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of any such person, or industry results, to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of such persons and the environment in which each will operate in the future. Given these risks and uncertainties, potential investors should not place any reliance on forward-looking statements. All subsequent oral or written forward-looking statements attributable to AspenTech or KBC or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. None of AspenTech or KBC undertake any obligation to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
The materials found on this Microsite contain information in respect of the Offer. Viewing this information may be unlawful if you are resident in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. Any person 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. If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the information, please exit this Microsite.
By choosing the “I agree” option, you represent that you are not a national of, or resident in, a Restricted Jurisdiction, and that AspenTech is lawfully entitled to make the content of any communication or document in relation to the Offer available to you under applicable securities laws. If you are unable to give this representation, do not view the content of any communication or document in relation to the Offer.
Copies of the contents of the following pages (including documents posted thereon) are not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such documents in, into or from any such jurisdiction, as doing so may invalidate any purported acceptance of the Offer. If you are not permitted to view materials on this Microsite or are in any doubt as to whether you are permitted to view these materials, please exit this Microsite and seek independent advice. Neither AspenTech nor KBC nor any of their affiliated companies nor any of their respective advisers assumes any responsibility for any violation by any person of any of these restrictions.
This notice shall be governed by, and interpreted in accordance with, English law.
ACCEPTANCE OF DISCLAIMER
By clicking on “I agree” below, you hereby acknowledge that you have read and understood the notice set out above, that you are permitted to proceed to the Microsite and agree to be bound by its terms.