Offer for Vernalis plc (“Vernalis”) by Ligand Holdings UK Ltd. (“Ligand Bidco”) (the “Offer”)
THIS SECTION OF THE WEBSITE (THE “MICRO-SITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION RELATING TO THE OFFER (TOGETHER, THE “INFORMATION”). THE INFORMATION IS BEING MADE AVAILABLE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY. THE AVAILABILITY OF THE INFORMATION IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW.
ACCESS TO THE MICRO-SITE MAY BE RESTRICTED UNDER THE SECURITIES LAWS OF CERTAIN JURISDICTIONS. IN PARTICULAR, THE INFORMATION IS NOT DIRECTED AT, AND IS NOT ACCESSIBLE BY, PERSONS RESIDENT, OR OTHERWISE LOCATED, IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Basis of access to the Micro-Site
Please read this notice carefully before clicking “I agree” or “I disagree” below. This notice applies to all persons who view the Micro-Site. This notice may be amended or updated by Ligand Pharmaceuticals Incorporated or its affiliates (“Ligand”) from time to time and accordingly it should be read carefully in full each time you wish to view the Micro-Site. In addition, the content of the Micro-Site, and its availability to persons resident in certain jurisdictions, may be amended at any time in whole or in part at the sole discretion of Ligand.
Any person seeking access to the Micro-Site represents and warrants to Ligand that they are doing so for information purposes only. Making the Information available does not constitute an offer to sell or the solicitation of an offer to buy shares or other securities in Vernalis. Further, it does not constitute a recommendation by Ligand or any other party to sell or buy securities in Vernalis.
Holders of Vernalis securities should seek advice from an independent financial adviser as to the suitability of any action for the individual concerned in connection with the Offer. Any action required in connection with the Offer will be set out in documents sent to or made available to the holders of Vernalis securities and any decision made by such persons should be made solely and only on the basis of information provided in those documents.
Viewing the Information in certain jurisdictions may be prohibited or restricted by applicable law and regulation. In some jurisdictions, only certain categories of person are allowed to view the Information. Any person resident outside the United Kingdom who wishes to view the Information must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so.
Copies of any documents relating to the Offer are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, transmitted, distributed, sent or accessed in or into or from any jurisdiction where to do so may result in a significant risk of civil, regulatory or criminal exposure for Ligand or Vernalis (a “Restricted Jurisdiction”). Persons receiving such documents (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not mail or otherwise forward, transmit, distribute or send them in or into or from any Restricted Jurisdiction.
If you are not permitted to download or view the Information, or if downloading or viewing the Information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to download or view the Information, please exit this webpage by clicking on the “I disagree” box below.
Unless otherwise determined by Ligand Bidco or required by the City Code on Takeovers and Mergers and permitted by applicable law and regulation, no offer will be made, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and any such offer will not be capable of acceptance from or within a Restricted Jurisdiction. Accordingly, all documentation relating to the Offer is not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction, and persons receiving this announcement and all documents relating to the Offer (including custodians, nominees and trustees) must not mail or otherwise distribute or send them in, into or from such jurisdictions as doing so may invalidate any purported acceptance of any offer.
Forward looking statements
This Information may contain “forward-looking statements” relating to Ligand and Vernalis and the business sectors in which they operate. Generally, the words “will”, “may”, “should”, “continue”, “believes”, “expects”, “intends”, “anticipates”, “forecast”, “plan” and “project” or similar expressions identify forward - looking statements. Such statements reflect the relevant company’s current views with respect to future events and are subject to risks, assumptions and uncertainties that could cause the actual results to differ materially from those expressed or implied in the forward - looking statements. Many of these risks, assumptions and uncertainties relate to factors that are beyond the companies’ abilities to control or estimate precisely, such as future market conditions, changes in general economic and business conditions, introduction of competing products and services, lack of acceptance of new products or services and the behaviour of other market participants. Neither Ligand nor Vernalis can give any assurance that the forward - looking statements will prove to have been correct. You should not, therefore, place undue reliance on these forward - looking statements, which speak only as of the date of this announcement. Neither Ligand nor Vernalis undertakes any obligation to update or revise publicly any of the forward - looking statements set out herein, whether as a result of new information, future events or otherwise, except to the extent legally required.
In relation to any Information, the only responsibility accepted by the directors of Ligand is for the correctness of its reproduction, unless the responsibility statement in any relevant document expressly provides otherwise.
Ligand has not reviewed and is not responsible for, nor accepts any liability in respect of, any information on any other website that may be linked to this website by a third party.
If you are in any doubt about the contents of the Micro-Site or the action you should take, you should seek your own financial advice from an independent financial adviser authorised under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorised independent financial adviser.
THE DOCUMENTS IN THE MICRO-SITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of this notice
By clicking on “I agree” below, you:
confirm that you have read, understood and agree to be bound by the terms of the notice set out above;
warrant and represent that you are not a resident of, or otherwise located in any jurisdiction where accessing the Information would constitute a violation of the relevant laws or regulations of that jurisdiction (or acting on behalf of any person resident of or otherwise located in any such jurisdiction); and
agree that you will not transmit or otherwise send (directly or indirectly) any Information to any person in any jurisdiction if to do so would breach any applicable law or regulation.
If you click I disagree below, we will be unable to provide you with access to the Information and you will be redirected to Ligand’s homepage.