The Baltika Board of directors has just issued a press release regarding the proposed merger of Baltika with Pikra, Vena and Yarpivo, Russian brewing companies all of which are majority owned by BBH, the joint venture of Carlsberg and Scottish & Newcastle.
Please confirm notice of the following legal information in order to access the information.Information to shareholders of BaltikaThe information contained on the following web-pages is only directed to the shareholders of Baltika who are entitled to participate in the Extraordinary General Shareholders Meeting ("EGSM") approving the Proposed Merger and to other persons to whom the information may otherwise be lawfully communicated in accordance with the restrictions of the Russian law (together referred as "Baltika Shareholders"). The information will be available only to the Baltika Shareholders. The information is not intended to be distributed, directly or indirectly, to any other persons in the Russian Federation. Any person who is not a Baltika Shareholder should not act or rely on the information or any of its contents.
The information has been prepared by Baltika to provide to the Baltika Shareholders background information about the proposed restructuring of Baltika and the Merger Companies in the form of a merger (the "Proposed Merger"), in particular to provide information on the motivation of the terms and conditions of the Proposed Merger and to assist the Baltika Shareholders in obtaining a general familiarity with the Proposed Merger. The information may not be reproduced or used, in whole or in part, for any other purposes. No person accepts any liability whatsoever for any loss howsoever arising from any use of the information or its contents or otherwise arising in connection therewith.
The information is being made available to the Baltika Shareholders upon the express understanding that Baltika Shareholders will use it only for the purposes set forth above.
The information does not purport to be comprehensive or contain all material information about the Proposed Merger. Some of the information contained herein contains forward-looking statements. All Baltika Shareholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those in the forward-looking statements as a result of various factors. Any opinions, forecasts or estimates herein constitute a judgment as at the date the information. Baltika and the Merger Companies undertake no obligation to publicly update or revise any forward-looking statements. There can be no assurance that future results or events will be consistent with any such opinions, forecasts or estimates. The information is subject to change without notice and its accuracy is not guaranteed. It may be incomplete or condensed and it may not contain all material information concerning the restructuring of Baltika and the Merger Companies and their businesses.
All Baltika Shareholders are advised to carry out their own due diligence investigation and analysis of any information contained or referred herein or made available at any stage of the Proposed Merger process. Recipients should not construe the contents of the information as legal or investment advice. Each Baltika Shareholder should consult its own advisers as to the legal and related matters concerning the Proposed Merger.
The information is being furnished to the Baltika Shareholders solely for their information and may not be reproduced, redistributed, published or passed to any other person in the Russian Federation or in any other jurisdiction whose laws restrict any of the above. In particular, neither the information nor any copy hereof may be taken or retransmitted or redistributed, directly or indirectly, in or into the Russian Federation and any other jurisdiction whose laws restrict any of the above. Any failure to comply with this restriction may constitute a violation of the laws of such jurisdictions.
The information has not been published generally outside of the Russian Federation. The distribution of the information in other jurisdictions may be restricted by law and the Baltika Shareholders into whose possession the information comes should inform themselves about, or observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the laws of any such other jurisdiction. By accessing the information the Baltika Shareholders agree to be bound by the foregoing limitations.
The information does not constitute, and should not be relied upon as, an offer or invitation or form part of an offer or invitation to subscribe for or purchase any securities referred herein, and neither the information nor anything contained herein shall form the base of or be relied upon in connection with any contract or commitment whatsoever.
The information is a translation from Russian. In the event of any conflict between the English and Russian texts of the information, the Russian text shall prevail.