Registration Statement Under The Securities Act Of 1933 Form F4 Page 6
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16or approval must be obtained in connection with the transaction, and if so, the status of such compliance or approvals;
(j)
A statement about whether or not dissenters’ rights of appraisal exist, including a cross-reference to the information
provided pursuant to Item 18 or 19 of this Form; and
(k) A brief statement about the tax consequences of the transaction or if appropriate, consisting of a cross-reference to the
information provided pursuant to Item 4 of this Form.
Item 4. Terms of the Transaction.
(a) Furnish a summary of the material features of the proposed transaction. The summary shall include, where applicable:
(1) A brief summary of the terms of the acquisition agreement;
(2) The reasons of the registrant and of the company being acquired for engaging in the transaction;
(3) The information required by Item 10.A of Regulation S-K (§229.202 of this chapter), description of registrant’s
securities, unless: (i) the registrant would meet the requirements for use of Form F-3 and elects to furnish information
pursuant to Item 10, (ii) capital stock is to be registered, and (iii) securities of the same class are registered under
Section 12 of the Exchange Act and listed for trading on a national exchange, or are securities for which bid and offer
quotations are reported in an automated quotations system operated by a national securities association;
(4) An explanation of any material differences between the rights of security holders of the company being acquired
and the rights of holders of the securities being offered;
(5) A brief statement as to the accounting treatment of the transaction;
(6) The tax consequences of the transaction; and
(7) A discussion of any material differences in the corporate laws of the country of the company to be acquired and
the country of the surviving company. The discussion should include, but not necessarily be limited to: corporate
governance, board structure, quorums, class action suits, shareholder derivative suits, rights to inspect corporate
books and records, rights to inspect the shareholder list, and rights of directors and officers to obtain indemnification
from the company.
(b) If a report, opinion or appraisal materially relating to the transaction has been received from an outside party, and such
report, opinion or appraisal is referred to in the prospectus, furnish the information called for by Item 9(b)(1) through (6)
of Schedule 13E-3 (§240.13e-100 of this chapter).
(c) Incorporate the acquisition agreement by reference into the prospectus, by means of a statement to that effect.
Item 5. Pro Forma Financial Information.
Furnish financial information required by Article 11 of Regulation S-X (§210.11-01 et seq. of this chapter) with respect to this
transaction.
Instructions
1.
Any other Article 11 information required to be presented (rather than incorporated by reference) pursuant to other Items of
this Form shall be presented together with the information provided pursuant to Item 5, but the presentation shall clearly
distinguish between this transaction and any other.
2.
If pro forma financial information with respect to all other transactions is incorporated by reference pursuant to Item 11 or 15
of this Form only the pro forma results need be presented as part of the pro forma financial information required by this Item.
Item 6. Material Contacts With the Company Being Acquired.
Describe any past, present or proposed material contracts, arrangements, understandings, relationships, negotiations or
transactions during the periods for which financial statements are presented or incorporated by reference pursuant to Part I. B. or
C. of this Form between the company being acquired or its affiliates and the registrant or its affiliates, such as those concerning:
a merger, consolidation or acquisition; a tender offer or other acquisition of securities; an election of directors; or a sale or other
transfer of a material amount of assets.
Item 7. Additional Information Required for Reoffering by Persons and Parties Deemed To Be Underwriters.
If any of the securities are to be reoffered to the public by any person or party who is deemed to be an underwriter thereof,
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