To the Shareholders of SinnerSchrader Aktiengesellschaft
Delisting Acquisition Offer of Accenture Digital Holdings GmbH to the shareholders of SinnerSchrader Aktiengesellschaft important information and legal notices regarding the delisting acquisition offer
You have entered the website, which Accenture Digital Holdings GmbH has designated for the publication of documents and information in connection with its public delisting acquisition offer to the shareholders of SinnerSchrader Aktiengesellschaft.
Shareholders of SinnerSchrader Aktiengesellschaft are asked to confirm at the end of this page that you have read the legal notices and information before you are forwarded to the website containing information about the delisting acquisition offer.
The information contained on the following pages has been prepared solely for the purpose of providing information regarding the delisting acquisition offer of Accenture Digital Holdings GmbH to the shareholders of SinnerSchrader Aktiengesellschaft. On the following pages you will find the announcement of the decision to make a public delisting acquisition offer pursuant to section 10 para. 1 of the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz - "WpÜG") in conjunction with section 39 para. 2 sentence 3 no. 1 of the German Stock Exchange Act (Börsengesetz - "BörsG") as well as further information on the delisting acquisition offer. The offer document for the delisting acquisition offer ("Offer Document") and further publications required under the WpÜG in conjunction with BörsG will also be made available on the following pages in due time.
The announcements and the information on this website do not constitute an invitation to make an offer to sell shares of SinnerSchrader Aktiengesellschaft ("SinnerSchrader Shares"). With the exception of the Offer Document, announcements and information on this website also do not constitute an offer to purchase SinnerSchrader Shares and are neither intended to make any representations nor to enter into any other binding legal commitments by Accenture Digital Holdings GmbH. An offer to purchase SinnerSchrader Shares is solely made on the basis of the announcement of the Offer Document which will be published on this website after the approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) and is subject exclusively to the terms and conditions of the Offer Document. The shareholders of SinnerSchrader Aktiengesellschaft are advised to read the Offer Document and all other relevant documents in connection with the delisting acquisition offer because they contain important information and are advised to seek independent advice in order to reach an informed decision in respect of the content of the Offer Document and with regard to the delisting acquisition offer.
The delisting acquisition offer will be issued exclusively under the laws of the Federal Republic of Germany, especially under the WpÜG, the BörsG and the Regulation on the Content of the Offer Document, Consideration for Takeover Offers and Mandatory Offers and the Release from the Obligation to Publish and Issue an Offer (Verordnung über den Inhalt der Angebotsunterlage, die Gegenleistung bei Übernahmeangeboten und Pflichtangeboten und die Befreiung von der Verpflichtung zur Veröffentlichung und zur Abgabe eines Angebots). The delisting acquisition offer will not be executed according to the provisions of jurisdictions other than those of the Federal Republic of Germany (in particular the jurisdiction of the United States of America ("USA"), Canada, Australia and Japan). Thus, no other announcements, registrations, admissions or approvals of the delisting acquisition offer outside the Federal Republic of Germany have been filed, arranged for or have been made otherwise. Shareholders of SinnerSchrader Aktiengesellschaft will not be able to rely on provisions protecting shareholders' rights applicable in a jurisdiction other than the Federal Republic of Germany. Every contract which will be entered into due to the acceptance of the delisting acquisition offer will be subject exclusively to the laws of the Federal Republic of Germany and must be construed in line with these laws.
The publication, dispatch, distribution or dissemination of the Offer Document or other documents relating to the delisting acquisition offer outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area may be subject to legal restrictions. The Offer Document and other documents relating to the delisting acquisition offer may not be dispatched to or disseminated, distributed or published by third parties if and to the extent that such dispatch, dissemination, distribution or publication would breach any applicable law or is subject to, and does not comply with, the (i) observance of official procedures or (ii) granting of authorization or (iii) fulfillment of other requirements. Therefore, custodian investment service providers may not publish, dispatch, distribute, or disseminate the Offer Document following its publication outside the Federal Republic of Germany, the Member States of the European Union and the European Economic Area unless in compliance with all applicable domestic and foreign statutory provisions.
Nothing in this communication constitutes an offer to buy or the solicitation of an offer to sell securities in the USA or any other jurisdiction in which such offer or solicitation would be unlawful.
The delisting acquisition offer is not being made and will not be made, directly or indirectly, in or into, or by use of the mails of, or by any means or instrumentality (including, without limitation, facsimile transmission, telex, telephone, email and other forms of electronic transmission) of interstate or foreign commerce of, or any facility of a national securities exchange of, the USA. No offer to purchase or solicitation of an offer to sell SinnerSchrader Shares may be made by any such use, means, instrumentality or facility from or within the USA, or to persons located or resident in the USA. Accordingly, copies of this communication as well as any other documents or materials relating to the delisting acquisition offer are not being, and must not be, directly or indirectly, mailed or otherwise transmitted, distributed or forwarded in or into the USA, or to persons located or resident in the USA. Any purported tender of SinnerSchrader Shares resulting directly or indirectly from a violation of these restrictions will be invalid. Tenders of SinnerSchrader Shares made by a person located or resident in the USA or any fiduciary or other intermediary acting on a non-discretionary basis for a principal located or resident in the USA will not be accepted. For the purposes of this paragraph, "USA" means the United States of America, its territories and possessions, any State of the USA and the District of Columbia.
I hereby confirm that I have read the legal notices and information above and comply therewith.
To the Shareholders of SinnerSchrader Aktiengesellschaft
Acceptance Deadline – 25.7.2019
premium over the consideration offer from the Domination and Profit Transfer Agreement
premium over the voluntary takeover offer price in 2017
Frequently Asked Questions
This is another important step on the way to the integration of the joint agency business. Our goal is to develop the best customer experiences available on the market. We combine the strengths of Accenture Interactive and SinnerSchrader for the benefit of our customers.
The revocation of the stock exchange listing enables SinnerSchrader AG to free up management capacities due to regulatory requirements of maintaining the stock exchange listing. This means the management board and the company will be able to focus more on delivering solutions to clients and driving digital transformation in the market. The revocation of the stock exchange listing would also reduce regulatory costs and expenses associated with the maintenance of stock exchange listing.
Accenture is committed to the success of SinnerSchrader AG and is in a very strong position to provide financing to the company. Hence the company is no longer dependent on its own access to the stock market for financing purposes.
The acceptance period will start with the publication of the offer document and will be four weeks.
Accenture will prepare the offer document and will publish it after the approval by the Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht) on this website. The offer document will contain the terms of the delisting acquisition offer.
The shares of SinnerSchrader AG will no longer be traded on the regulated markets so that there could be a drastic reduction in liquidity of the shares. Investors looking to sell the shares of SinnerSchrader AG after a delisting might have limited possibilities to trade given the anticipated loss in liquidity. After a delisting, SinnerSchrader AG will no longer be compelled to publish any half-year reports and ad-hoc notifications and will also no longer be bound by the German Corporate Governance Code. Given the reduced transparency, the share price of a delisted company might not reflect the true economic value of the company.
Shares can still be traded over-the-counter with any willing counterparties. Potentially there are unregulated markets where shares of SinnerSchrader AG might still be traded provided there are buyers and sellers available for such trades. This is however uncertain and it is anticipated that any off-exchange trading and trading in unregulated markets will be of lower frequency and liquidity than before a delisting.