Legal Disclaimer

Public Takeover Offer by TDK Germany GmbH to the Shareholders of EPCOS AG

Important Information

TDK Germany GmbH, Wanheimer Str. 57, 40472 Düsseldorf, Germany, has announced that it will make a voluntary cash tender offer (the “Offer”) for the entire share capital issued and to be issued of EPCOS AG, St.-Martin-Str. 53, 81669 München, Germany, (”EPCOS“), pursuant to an offer document published on this website, to the shareholders of EPCOS (“EPCOS Shareholders”) in accordance with the German Securities Acquisition and Takeover Act (Wertpapiererwerbs- und Übernahmegesetz, the “Takeover Act”). The Offer will be carried out exclusively in accordance with German law, in particular in accordance with the Takeover Act and the Takeover Act Offer Regulations (WpÜG Angebotsverordnung), as well as the applicable provisions of US securities laws and regulations. Accordingly, no notifications, registrations, authorizations or approvals regarding the Offer and/or the Offer Document which has  been published have been applied for or procured or will be applied for or procured outside the Federal Republic of Germany and the United States of America.

The Offer is not intended to be submitted, published or publicly advertised in accordance with the regulations of any country other than the Federal Republic of Germany and the United States. A publication, dissemination, distribution or circulation of the Offer Document or a summary or any other description of the terms contained in the Offer Document outside the Federal Republic of Germany and the United States of America may be subject to local legal restrictions.

The Offer Document and an English-language translation of the Offer Document, the latter of which was not reviewed by the German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht), has been published on the internet and is made accessible through this website and is also available free of charge from Commerzbank Aktiengesellschaft, ZCM-ECM, Mainzer Landstraße 153, 60327 Frankfurt am Main, Germany, Telefax No.: +49 69 136 44598. Except for the foregoing and the announcements in the German Electronic Federal Gazette (Elektronischer Bundesanzeiger) and in the Wall Street Journal regarding the availability of the Offer Document and an English translation free of charge from Commerzbank Aktiengesellschaft, ZCM-ECM, Mainzer Landstraße 153, 60327 Frankfurt am Main, Germany, Telefax No.: +49 69 136 44598 in accordance with the provisions of the Takeover Act and the applicable provisions of US Federal Securities laws and regulations as well as the publication and distribution of the Offer Document at the instigation of or with the express permission of TDK Germany GmbH, none of the Offer Document, a summary nor any other description of the terms contained in the Offer Document shall be published, disseminated, distributed or circulated outside the Federal Republic of Germany and the United States of America directly or indirectly by third parties insofar as prohibited by the applicable provisions of the relevant foreign country, or requires to comply with administrative proceedings or grant of permission or compliance with other conditions under the laws of a foreign country. TDK Germany GmbH and persons acting in concert with it within the meaning of sec 2 (5) of the Takeover Act (“Persons Acting In Concert”) do not warrant that the publication, dissemination, distribution or circulation of the Offer Document  outside the Federal Republic of Germany and the United States complies with the laws applicable in the respective countries.

Acceptance of the Offer outside the Federal Republic of Germany and the United States may be subject to legal restrictions. EPCOS Shareholders who acquire a copy of the Offer Document outside the Federal Republic of Germany or the United States of America and who wish to accept this Offer outside those countries, or whose acceptance of the Offer could be subject to jurisdictions other than that of the Federal Republic of Germany or the United States for any other reason are requested to obtain information regarding the applicable laws in force outside the Federal Republic of Germany and the United States and to comply with them. TDK Germany GmbH and Persons Acting In Concert with it do not warrant that the acceptance of this Offer outside the Federal Republic of Germany and the United States complies with the laws applicable in the respective countries. Additionally, TDK Germany GmbH and Persons Acting In Concert with it accept no responsibility for non-compliance with foreign laws by third parties.

EPCOS Shareholders outside the Federal Republic of Germany are also requested to take note of the section ”General Information and Notes for Shareholders outside the Federal Republic of Germany”.

Please note that, unless otherwise expressly indicated or required by applicable laws and regulations, the information contained on this website and the documents available via this website will not be continuously updated and all statements, opinions, intentions and forward-looking statements contained in the Offer Document are based on information and plans available and are made on the basis of certain assumptions of TDK Germany GmbH at the time of the preparation of the Offer Document. These could change in the future and are subject to uncertainties and risks as further set out in the respective documents in connection with this Offer.