NOT FOR ACCESSION FROM THE UNITED STATES
OFFER RESTRICTIONS
United States of America
The public tender offer described in the documents on this webpage is not being and will not be made directly or indirectly in or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of, or any facilities of national securities exchange of, the United States of America ("U.S.") and may only be accepted outside the U.S. This includes, but is not limited to, facsimile transmission, telex or telephones. Any offering materials with respect to the public tender offer described in the documents on this webpage must neither be distributed in nor sent to the U.S. and must not be used for the purpose of soliciting the sale or purchase of any securities of BioXell S.p.A., from anyone in the U.S. Cosmo Pharmaceuticals S.p.A. is not soliciting the tender of securities of BioXell S.p.A. by any holder of such securities in the U.S. Securities of BioXell S.p.A. will not be accepted from holders of such securities in the U.S. Any purported acceptance of the offer that Cosmo Pharmaceuticals S.p.A. or its agents believe has been made in or from the U.S. will be invalidated. Cosmo Pharmaceuticals S.p.A. reserves the absolute right to reject any and all acceptances by them not to be in the proper form or the acceptance of which may be unlawful.
The securities to be issued pursuant to the public tender offer referred to in the documents on this webpage have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”), nor under any law of any state of the United States of America, and may not be offered, sold, resold, or delivered, directly or indirectly, in or into the United States of America, except pursuant to an exemption from the registration requirements of the U.S. Securities Act and the applicable state securities laws. The offer referred to in the documents contained on this webpage do not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States of America or in any other jurisdiction in which such an offer or solicitation would be unlawful. Securities may not be offered or sold in the United States of America absent registration or an exemption from registration. Cosmo Pharmaceuticals S.p.A. will not register or make a public offer of its securities, or otherwise conduct the public exchange offer, in the United States of America.
United Kingdom
The documents contained herein have not been delivered for approval to the Financial Services Authority ("FSA") in the United Kingdom or to an authorised person within the meaning of Financial Services and Markets Act 2000, as amended ("FSMA"). No approved prospectus within the meaning of section 85 of FSMA or of the Directive 2003/71/EC of the European Parliament and the Council of 4 November 2003 on the prospectus to be published when securities are offered to the public or admitted to trading ("Prospectus Directive") has been published or is intended to be published in relation to the Offer. The documents contained herein and the offer prospectus to be published does not constitute a prospectus for the purposes of FSMA or the Prospectus Directive.
Within the United Kingdom, the documents contained herein and the offer prospectus is only being addressed and distributed to persons to whom interests may lawfully be promoted pursuant to section 21 of FSMA. In particular, the documents contained herein and the offer prospectus may be addressed and distrib-uted only to (i) investment professionals within the meaning of article 19 of the FSMA 2000 (Financial Promotion) Order 2005 ("FPO") and (ii) high net worth companies, trustees of high-value trusts or other relevant persons falling within the scope of article 49 of the FPO (being referred to as "Relevant Persons"). The documents contained herein must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.
Other Jurisdictions
The public tender offer described in the documents on this webpage is not being and will not be made directly or indirectly in any country or jurisdiction in which such offer would be considered unlawful or in which it would otherwise violate any applicable law or regulation, or which would require Cosmo Pharmaceuticals S.p.A. to amend the terms and conditions of the public tender offer in any way, to submit an additional application to or to perform additional actions in relation to any governmental, regulatory or legal authority. It is not intended to extend the public tender offer to any such country or jurisdiction. Documents relating to the public tender offer must neither be distributed in such countries or jurisdictions nor be sent to such countries or jurisdictions. Such documents must not be used for purposes of soliciting the purchase of any securities of BioXell S.p.A. from anyone in such countries or jurisdictions.
I have read and understood the above and I am allowed to access the documents in connection with the offer referred to above. Ich habe das oben Stehende gelesen und verstanden und bin befugt, Zugang zu den Dokumenten im Zusammenhang mit dem Angebot zu erhalten. J'ai lu et compris le texte ci-dessus et suis autorisé à obtenir l'accès aux documents en relation avec l'Offre.
