RECOMMENDED CASH OFFER (THE “OFFER”) FOR AUTONOMY CORPORATION PLC (“AUTONOMY”) BY HEWLETT-PACKARD VISION B.V. (“HP VISION”), AN INDIRECT WHOLLY-OWNED SUBSIDIARY OF HEWLETT-PACKARD COMPANY (“HP”)
DISCLAIMER – IMPORTANT
THIS SECTION OF THE HP WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (THE “INFORMATION”) PUBLISHED BY HP VISION AND/OR AUTONOMY RELATING TO THE OFFER IN COMPLIANCE WITH THE UNITED KINGDOM CITY CODE ON TAKEOVERS AND MERGERS. ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION.
The Information is being made available on this Microsite by HP in good faith and for information purposes only, and its availability is subject to the terms and conditions set out below. In particular, the Information (or any part of it) does not constitute an offer to sell or otherwise dispose of or any invitation or solicitation of any offer to purchase or subscribe for securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
The terms of the Offer were announced by HP and Autonomy in a joint announcement dated 18 August 2011 (the “Announcement”). The full terms and conditions of the Offer are set out in the Offer Document and any acceptance or other response to the Offer should be made only on the basis of the information contained or referred to in the Offer Document. The Offer cannot be validly accepted by Autonomy Shareholders or any other persons by means of downloading a copy of the Offer documents from the Microsite.
Terms defined in the Announcement shall have the same meaning when used in this notice.
Access to the Microsite
Please read this notice carefully – it applies to all persons who view the Microsite and, depending upon who you are and where you are located, it may affect your rights and responsibilities. This notice and the Information may be altered or updated from time to time, and should be read carefully each time you visit the Microsite. In addition, the contents of this part of the Microsite, and its accessibility by certain persons, may be amended or altered at any time in whole or in part at the sole discretion of HP.
For regulatory reasons, you should be aware of the appropriate regulations for the country which you are located or reside in. To allow you to view the details relating to the Offer on the Microsite, you have to read the following information, provide certain confirmations in respect of your understanding and acceptance of this notice and then click on the “ENTER” box below. If you disagree with the confirmations, or you are in any doubt as to whether you are permitted to view the details of the Offer, please exit this web page by clicking on the “RETURN TO HOME PAGE” box below.
Viewing the Information may not be lawful in certain jurisdictions. In other jurisdictions, only certain categories of person are allowed to view the Information. The availability of the Offer to Autonomy Shareholders who are not resident in the United Kingdom or the United States may be affected by the laws of the relevant jurisdiction. If you are not resident in the United Kingdom or the United States, you should inform yourself of, and observe, any applicable regulatory and legal requirements.
In particular, the Offer will not be made, directly or indirectly, in or into, any jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available to Autonomy Shareholders in that jurisdiction(a “Restricted Jurisdiction”) and the Offer is not capable of acceptance from or within a Restricted Jurisdiction. Accordingly, the Offer on the Microsite may not be accessed, either in whole or in part, by any person in, or resident of, a Restricted Jurisdiction. Copies of the Offer Document, any acceptance form(s) and authority issued in connection with the Offer, will not be, and must not be, directly or indirectly, in whole or in part, mailed or otherwise forwarded (including, without limitation, by telex, facsimile transmission, telephone, internet or other forms of electronic communication), published, distributed or sent in or into or from any Restricted Jurisdiction.
You should not forward, transmit or show any of the Information contained in this Microsite to any person. In particular, you should not forward or transmit any of the Information contained therein into any Restricted Jurisdiction.
Notice to US investors
The Offer, which is open to Autonomy Shareholders in the United States, will be subject to a limited extent to US tender offer rules and securities laws (Regulation 14E), and will otherwise be made in accordance with the requirements of the City Code, the Panel, the London Stock Exchange and the Financial Services Authority. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments that are different from those generally applicable under United States domestic tender offer procedures and law. In the United States, the Offer will be deemed made solely by HP Vision and not by any of its financial advisers.
In accordance with the City Code and normal United Kingdom market practice and pursuant to Rule 14e-5(b)(12) under the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”), HP Vision or its nominees or brokers (acting as agents) may from time to time make certain purchases of, or arrangements to purchase, Autonomy Shares outside the United States, otherwise than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance, such as in open market purchases at prevailing prices or privately negotiated purchases at negotiated prices. In the event that HP Vision or its nominees or brokers (acting as agents) purchase or make arrangements to purchase Autonomy Shares for a consideration greater than the Offer Price, the Offer Price will be increased to match the higher price paid outside the Offer. Such purchases, or arrangements to purchase, will comply with all applicable United Kingdom rules, including the City Code and the rules of the London Stock Exchange. In addition, in accordance with the City Code, normal United Kingdom market practice and Rule 14e-5(b)(12) under the Exchange Act, Barclays Capital will continue to act as an exempt principal trader in Autonomy securities on the London Stock Exchange. These purchases may occur in the open market or as privately negotiated transactions.
Information regarding such purchases and activities which is required to be made public in the United Kingdom pursuant to the City Code will be reported to a Regulatory Information Service and will be available to all investors (including US investors) on the London Stock Exchange website at www.londonstockexchange.com.
The Information contains statements regarding the Offer and other information published by HP, HP Vision or Autonomy, including information included or incorporated by reference, may contain statements that are, or may be, “forward-looking statements”. These statements are based on the current expectations of the management of Autonomy, HP and HP Vision (as the case may be) and are naturally subject to uncertainty and changes in circumstances. The forward-looking statements contained herein may include statements about the expected effects on Autonomy or HP of the Offer, the expected timing and scope of the Offer, strategic options and all other statements in this document other than historical or current facts. Without limitation, any statements preceded or followed by or that include the words “targets”, “plans” “believes”, “expects”, “aims”, “intends”, “will”, “may”, “should”, “could”, “would”, “can”, “continue”, “opportunity”, “anticipates”, “estimates”, “projects”, or words or terms of similar substance or the negative thereof, are forward-looking statements. Forward-looking statements are not guarantees of future performance. Forward-looking statements involve risk and uncertainties that could cause actual results to differ materially from those expressed in the forward-looking statements. Many of these risks and uncertainties relate to factors that are beyond the companies’ abilities to control or estimate precisely, such as: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Autonomy’s or HP’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Autonomy’s or HP’s business. There are a number of factors that could cause actual results and developments to differ materially from those expressed or implied by such forward-looking statements. These factors include, but are not limited to, the satisfaction of the conditions to the Offer, failure to consummate the proposed acquisition, failure to realize the benefits of the proposed acquisition, significant transaction costs and/or unknown liabilities and general economic and business conditions that affect the companies following the proposed acquisition as well as additional factors, such as changes in economic conditions, changes in the level of capital investment, success of business and operating initiatives and restructuring objectives, changes in consumer habits and preferences, competitive product and pricing pressures, customers’ strategies and stability, changes in the regulatory environment, fluctuations in interest and exchange rates, the outcome of litigation, government actions and natural phenomena such as floods, earthquakes and hurricanes. Other unknown or unpredictable factors could cause actual results to differ materially from those in the forward-looking statements. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the companies and the environment in which each will operate in the future. Investors are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of the relevant document. All subsequent oral or written forward-looking statements attributable to HP, HP Vision or Autonomy or any of their respective members, directors, officers or employees or any persons acting on their behalf are expressly qualified in their entirety by the cautionary statement above. All forward-looking statements included in the documents are based on information available to HP, HP Vision and Autonomy on the date of the relevant documents and are made only as of the date of the relevant documents. Undue reliance should not be placed on such forward-looking statements. None of Autonomy, HP or HP Vision assumes any obligation, nor does any of them intend to update publicly or revise forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Responsibility for information
The Directors of HP Vision accept responsibility for the information contained in this notice relating to HP Vision. To the best of the knowledge and belief of the Directors of HP Vision (each of whom has taken all reasonable care to ensure that such is the case), such information is in accordance with the facts and does not omit anything likely to affect the import of such information. The members of the Finance and Investment Committee (the “FIC Members”) of the Board of Directors of HP, Léo Apotheker and Shane Robison accept responsibility for the information contained in this notice relating to HP. To the best of the knowledge and belief of the FIC Members, Léo Apotheker and Shane Robison (each of whom has taken all reasonable care to ensure that such is the case), such infromation is in accordance with the facts and does not omit anything likely to affect the import of such information.
In relation to any document, announcement or information contained on the Microsite, the only responsibility accepted by the Directors of HP or HP Vision is for the correctness and fairness of its reproduction or presentation unless a responsibility statement in any relevant document expressly provides otherwise.
Neither the Board of Directors of HP or HP Vision, nor HP or HP Vision, nor any of their affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this Microsite. The documents included in this Microsite speak only at the specified date of the relevant document and neither HP, HP Vision nor any of their affiliated companies has or accepts any responsibility or duty to update such documents (other than to the extent such duty arises as a matter of law).
Barclays Capital, which is authorized and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HP and HP Vision and no one else in connection with the Offer and will not be responsible to anyone other than HP and HP Vision for providing the protections afforded to its clients or for providing advice in relation to the Offer.
Perella Weinberg Partners, which through its affiliate Perella Weinberg Partners UK LLP is authorized and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for HP and HP Vision and no one else in connection with the Offer and will not be responsible to anyone other than HP and HP Vision for providing the protections afforded to its clients or for providing advice in relation to the Offer.
If you are in any doubt about the contents of this Microsite or the action you should take, you should seek your own financial advice from an independent financial adviser authorized under the Financial Services and Markets Act 2000 or, if you are located outside the United Kingdom, from an appropriately authorized independent financial adviser.
THE DOCUMENTS IN THE MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
This notice shall be governed by, and interpreted in accordance with, English law.
Confirmation of understanding and acceptance of disclaimer
- I certify that I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the Microsite or parts thereof illegal.
- I agree that I will not forward, transfer or distribute (by any means including by electronic transmission) any documents included in the Microsite either in whole or in part to any person in any jurisdiction where such distribution may be restricted by applicable laws or regulation.
- I represent and warrant to HP and HP Vision that I intend to access the Microsite for information purposes only, that I have read and understood this notice and that I understand that it may affect my rights or responsibilities.
- I agree to be bound by the terms of this notice.
If you disagree with the above, you are otherwise not permitted to view materials on this Microsite, or you are in any doubt as to whether you are permitted to view these materials, please return to the main webpage or exit this webpage by clicking the box below.