ELECTRONIC VERSIONS OF THE MATERIALS YOU ARE SEEKING TO ACCESS ARE BEING MADE AVAILABLE ON THIS WEBSITE IN GOOD FAITH AND ARE FOR INFORMATION PURPOSES ONLY.
THE MATERIALS YOU ARE SEEKING TO ACCESS ARE NOT DIRECTED AT AND SHOULD NOT BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE THE EXTENSION OF AVAILABILITY OF THE MATERIALS TO WHICH YOU ARE SEEKING ACCESS WOULD BREACH ANY APPLICABLE LAW OR REGULATION.
Neither the materials you are seeking to access nor any supplement thereto (the Information) constitute an offer to purchase, to acquire or to sell securities or a solicitation of an offer to purchase, to acquire or sell securities (a) in any jurisdiction in which such offer or solicitation is not authorised or (b) to any person to whom it is unlawful to make such offer or solicitation. It is the responsibility of any person wishing to access the Information to ensure that this access does not violate applicable legislation or regulations and to ensure compliance therewith where appropriate. Neither KDP nor JDE Peet’s, nor any of their advisors, assumes any responsibility for any violation by any of these restrictions.
If you are not permitted to view materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage. These materials must not be released or otherwise forwarded, distributed or sent in or into any jurisdiction in which such offers or sales are unlawful. Persons receiving such documents (including custodians, nominees and trustees) must not distribute or send them in, into or from any jurisdiction in which such offers or sales are unlawful. Any JDE Peet’s shareholder who is in any doubt as to his or her position should consult an appropriate professional advisor without delay.
Notice to shareholders of JDE Peet’s in the United States
The tender offer will be made for the ordinary shares of JDE Peet’s, a public limited liability company incorporated under the laws of the Netherlands with ordinary shares listed on Euronext Amsterdam. It is important that U.S. shareholders of JDE Peet’s understand that the tender and any related offer documents are subject to Dutch disclosure and procedural requirements, which are different from those of the United States. U.S. shareholders of JDE Peet’s are advised that JDE Peet’s ordinary shares are not listed on a U.S. securities exchange and that JDE Peet’s is not subject to the periodic reporting requirements of the U.S. Securities Exchange Act of 1934 (the “Exchange Act”), and is not required to, and does not, file any reports with the Securities and Exchange Commission (the “SEC”) thereunder.
The tender offer will be made in the United States in compliance with, and in reliance on, the exemption provided by Rule 14d-1(d), known as “Tier II” exemption, under the Exchange Act and otherwise in accordance with the requirements of Dutch law. Accordingly, the tender offer will be subject to certain disclosure and other procedural requirements, including with respect to the tender offer timetable and settlement procedures that are different from those applicable under U.S. domestic tender offer procedures and laws.
The receipt of cash pursuant to the tender offer by a U.S. holder of JDE Peet’s ordinary shares will be a taxable transaction for U.S. federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of JDE Peet’s ordinary shares is urged to consult their independent professional advisor immediately regarding the tax consequences of acceptance of the tender offer.
It may be difficult for U.S. holders of JDE Peet’s shares to enforce their rights and claims arising out of the U.S. federal securities laws, since JDE Peet’s is located in a country other than the United States, and some or all of its officers and directors may be residents of country other than the United States. U.S. holders of JDE Peet’s may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court’s judgment.
To the extent permissible under applicable law or regulation, including Rule 14e-5 of the Exchange Act, in accordance with normal Dutch practice, JDE Peet’s and its affiliates or broker (acting as agents for JDE Peet’s or its affiliates, as applicable) may from time to time after the date hereof, and other than pursuant to the tender offer, directly or indirectly purchase, or arrange to purchase, ordinary shares of JDE Peet’s that are the subject of the tender offer or any securities that are convertible into, exchangeable for or exercisable for such shares. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. In no event will any such purchases be made for a price per share that is greater than the tender offer price. To the extent information about such purchases or arrangements to purchase is made public in The Netherlands, such information will be disclosed by means of a press release or other means reasonably calculated to inform U.S. shareholders of JDE Peet’s of such information. No purchases will be made outside the tender offer in the United States by or on behalf of KDP. In addition, the financial advisors to KDP may also engage in ordinary course trading activities in securities of JDE Peet’s, which may include purchases or arrangements to purchase such securities.
Neither the SEC nor any U.S. state securities commission has approved or disapproved the tender offer, passed upon the merits or fairness of the tender offer, or passed any comment upon the adequacy, accuracy or completeness of the disclosure in relation to the tender offer. Any representation to the contrary is a criminal offence in the United States.
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