Access to the Offer
Please read this notice carefully – it applies to all persons who view this part of the Chloride website and, depending upon who you are and where you live, it may affect your rights. This part of the Chloride website contains information relating to the Offers. Please note that, as the Offers progress, the information contained on this part of the Chloride website as well as the terms of this disclaimer may be altered or updated. You should read the full text of this disclaimer each time you visit this part of the Chloride website.
For regulatory reasons, Chloride must ensure that persons seeking to access this part of the Chloride website are made aware of the appropriate regulations for the country which you are in. To allow you to view details relating to the Offers on this part of the Chloride website, you have to read the following then press "I agree". If you are unable to agree you should press "I disagree" and you will not be able to view any such details.
Overseas persons
Viewing the information contained in this part of the Chloride website may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view this information.
If you are not permitted to view the information contained in this part of the Chloride website, or viewing the information would result in a breach of the above, or you are in any doubt as to whether you are permitted to view the information, please exit this webpage by clicking on the "I disagree" box below.
Notice to US investors in Chloride: the Offers relate to the shares of a UK company and may be implemented as a takeover offer or by means of a scheme of arrangement provided for under English company law. Chloride is not subject to the reporting requirements of the US Securities Exchange Act of 1934, as amended (the "Exchange Act"). An offer effected by means of a scheme of arrangement is not subject to any of the tender offer rules under the Exchange Act. Therefore if an offer is implemented by means of a scheme of arrangement, the offer will be subject to the disclosure requirements applicable to offers in the UK which differ from the disclosure requirements of the US, and financial information included in the relevant documentation will have been prepared in accordance with accounting standards applicable in the UK that may not be comparable to the financial statements of US companies. If either of the Offerees exercises its right to implement by way of a takeover offer, the offer will be made in compliance with the applicable US laws and regulations, including the applicable provisions of the tender offer rules under the Exchange Act.
Basis of access to information relating to the Offers
The information relating to the Offers that can be accessed via this part of the Chloride website is being made available in good faith and for information purposes only. Any person seeking access to this part of the Chloride website represents and warrants to Chloride that they are doing so for information purposes only. Making further information relating to the Offers available in electronic format is not intended to and does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offers or otherwise, nor shall there be any sale, issuance or transfer of the securities in any jurisdiction in contravention of applicable law.
Chloride shareholders should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned. Any shareholder action required in connection with either of the Offers will only be set out in documents sent to or made available to Chloride shareholders and any decision made by such shareholders should be made solely and only on the basis of information provided in those documents.
Credit Suisse, which is regulated in the United Kingdom by the Financial Services Authority, is acting for ABB Ltd and no one else in connection with the offer made by ABB Ltd and will not be responsible to anyone other than ABB Ltd for providing the protections afforded to customers of Credit Suisse or for providing advice in relation to the offer by ABB Ltd or any other matter referred to herein.
Greenhill, which is regulated in the United Kingdom by the Financial Services Authority, is acting for Emerson Electric Co. and no one else in connection with the offer made by Emerson Electric Co. and will not be responsible to anyone other than Emerson Electric Co. for providing the protections afforded to customers of Greenhill or for providing advice in relation to the offer made by Emerson Electric Co. or any other matter referred to herein.
Citigroup, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chloride and no one else in connection with the Offers and will not be responsible to anyone other than Chloride for providing the protections afforded to the customers of Citigroup nor for providing advice in relation to the Offers or any other matter referred to herein.
Investec, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Chloride and no-one else in connection with the Offers and will not be responsible to anyone other than Chloride for providing the protections afforded to customers of Investec or for providing advice in relation to the Offers or any other matters referred to herein.
Forward-looking statements
Some of the information contained in this part of the Chloride website may include statements that are or may be deemed to be "forward-looking statements", including for the purposes of the US Private Securities Litigation Reform Act of 1995. These statements are prospective in nature and are not based on historical facts, but rather on the current expectations of the management of the Offerees and Chloride about future events and are naturally subject to uncertainty and changes in circumstances which could cause actual events to differ materially from the future events expected or implied by the forward-looking statements. The forward-looking statements contained in this part of the Chloride website include statements about the expected effects of the Offers on Chloride, the Offerees, the expected timing and scope of the Offers, synergies, other strategic options and all other statements in this part of the Chloride website other than historical facts. Forward-looking statements may (but will not always) include, without limitation, statements typically containing words such as "targets", "plans", "aims", "intends", "expects", "anticipates", "believes", "estimates", "will", "may", "budget", "forecasts" and "should" and words of similar import. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These forward-looking statements are not guarantees of future performance and have not been reviewed by the Offerees' or Chloride's auditors. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offers, as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. Investors should not place undue reliance on any forward-looking statements and neither the Offerees nor Chloride, nor any of their respective advisors, associates, directors or officers undertakes any obligation to update publicly, express by disclaim or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required or provides any representation, assurance or guarantee that the occurrence of events expressed or implied in any forward looking statement in this announcement will actually occur.
Responsibility
The directors of Chloride accept responsibility for the information contained on this part of the website, other than that relating to the Offerees or other members of the Offerees' group. To the best of the knowledge and belief of the directors of Chloride (who have taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information.
Subject to any continuing obligations under applicable law, the Takeover Code or any relevant listing rules, Chloride expressly disclaims any obligation to disseminate, after the date of the posting of information relating to the Offers on this part of the Chloride website, any updates or revisions to any statements in the Offers to reflect any change in expectations or events, conditions or circumstances on which any such statements are based.
THE INFORMATION RELATING TO THE OFFERS THAT IS CONTAINED IN THIS PART OF THE CHLORIDE WEBSITE MAY NOT BE DOWNLOADED BY ANY PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
Confirmation of understanding and acceptance of disclaimer.
I have read and understood the disclaimer set out above. I understand that it may affect my rights. I agree to be bound by its terms. I confirm that I am permitted to proceed to this part of the Chloride website.