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Access Conditions OPA


The following contains important information with respect to the mandatory tender offer (offerta pubblica di acquisto obbligatoria totalitaria) (the “Offer”) for the ordinary shares (the “Shares”) of I.M.A. Industria Macchine Automatiche S.p.A. (the “Issuer”) that IMA BidCo S.p.A. announced with an official notice published in accordance with Article 102, par. 1, of D.lgs. 58/1998 (“TUF”), on 10 November 2020.

The Offer is being launched in Italy, since the shares are listed on the STAR segment of the Stock Exchange Market organised and managed by Borsa Italiana S.p.A. and, without prejudice to the below, is subject to the disclosure and procedural requirements provided by Italian law.

In the U.S., to the extent applicable, the Offer will be made in compliance with the U.S. tender offer rules, including Regulation 14E under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act. For further information see the “Note to US shareholders” reported below.

The Offer is not being and will not be launched in any jurisdiction where it would not be permitted under applicable law (the “Other Countries”). The acceptance of the Offer by persons residing in countries other than Italy and the United States of America may be subject to specific obligations or restrictions imposed by legal or regulatory provisions. Recipients of the Offer are solely responsible for complying with such laws and, therefore, before accepting the Offer, they are responsible for determining whether such laws exist and are applicable, by relying on their own consultants.

The Offer will be launched through the publication of the relevant offer document (the “Offer Document”) upon approval by the Italian National Commission for Companies and the Stock Exchange (CONSOB). The Offer Document will contain the full terms and conditions of the Offer, including details of how to accept the Offer.

Anyone who intends to access this section of the website, including the Offer Document and the other documents contained in this section of the website, must carefully read and be fully aware of the information reported above and below.


Other Countries

The release, publication or distribution of the documents relating to the Offer in the Other Countries may be restricted by the applicable law and therefore any persons who are subject to the laws of any Other Country should inform themselves about, and observe, any applicable legal or regulatory requirements. Any failure to comply with applicable restrictions may constitute a violation of the applicable laws in the Other Countries. To the fullest extent permitted by applicable law, the companies and persons involved in the Offer disclaim any responsibility or liability for the violation of such restrictions by any person.

Copies of the Offer Document, or portion of such document, and of any document relating to the Offer will not be, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from, any Other Country where local provisions of law or regulation may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to the shareholders of the Issuer in that Other Country or Other Countries where to do so would violate the laws of that jurisdiction. Anyone receiving such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in, or into or from, (by mail or any other means or instrument of communication or commerce) any Other Country.

The Offer Document and any documents relating to the Offer do not constitute and will not be interpreted as a solicitation of securities directed to parties residing in the Other Countries. No instrument may be offered, bought or sold in the Other Countries in the absence of a specific authorization in compliance with applicable provisions of the local law of said countries or as an exemption from said provisions.


Note to U.S. shareholders

The Offer described in the related documentation is made for the Shares and is subject to the laws of Italy. It is important that U.S. shareholders understand that the Offer and any related offer documents are subject to disclosure and procedural requirements, including those relating to the exercise of any withdrawal right, the Offer calendar, payment terms and conditions, set forth by the applicable laws and regulations in Italy that may be different from those applicable to United States domestic tender offers. To the extent permitted by applicable Italian law, the Offer will be made in compliance with applicable  U.S. tender offer rules, including the Exchange Act and the “Tier II” exemption in respect of securities of foreign private issuers provided by Rule 14d-1(d) under the Exchange Act.

The present note does not constitute an offer of, or the solicitation of an offer to purchase shares of the Issuer. At the beginning of the Offer acceptance period, in compliance with applicable law, the Offeror will publish the Offer Document that the shareholders of the Issuer should carefully examine.

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By clicking on the button “I AGREE” (s)he declares and grants not be currently in Another Country or to be a person residing in any Other Country and to have fully understood and accepted, and to comply with, the limitations reported above.