The information contained in this section of the Tieto Oyj (the "Company") website is not intended for, and must not be accessed by, or distributed or disseminated, directly or indirectly, in whole or in part, to persons resident or physically present in the United States of America (including its territories and possessions, any state of the United States and the District of Columbia, the "United States"), Australia, Canada, Japan or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction, and does not constitute an offer to sell or the solicitation of an offer to buy or acquire, any ordinary shares or other securities of the Company in the United States, Australia, Canada, Japan, or any jurisdiction where to do so might constitute a violation of the local securities laws or regulations of such jurisdiction.
These materials are not an offer for sale of securities in the United States. Neither any transaction involving the Company referred to on this website (the "Merger") nor any securities of the Company referred to on this website (the "Securities") have been nor will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") and may not be offered or sold within the United States absent registration or pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. There is no intention to register any portion of the Merger or any securities described herein in the United States or to conduct a public offering of securities in the United States. The Merger in the United States may be made pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 802 thereunder.
This Merger is made for the securities of a foreign company. The Merger is subject to disclosure requirements of a foreign country that are different from those of the United States. Financial statements included in the document, if any, have been prepared in accordance with foreign accounting standards that may not be comparable to the financial statements of United States companies.
It may be difficult for you to enforce your rights and any claim you may have arising under the federal securities laws of the United States, since the issuer is located in a foreign country, and some or all of its officers and directors may be residents of a foreign country. You may not be able to sue a foreign company or its officers or directors in a foreign court for violations of the U.S. securities laws. It may be difficult to compel a foreign company and its affiliates to subject themselves to a U.S. court’s judgment.
You should be aware that the issuer may purchase securities otherwise than under the Merger, such as in open market or privately negotiated purchases.
Neither the Merger nor the Securities have been and will be registered under the applicable securities laws of Australia, Canada or Japan and, subject to certain exemptions, may not be offered or sold in or into or for the account or benefit of any person having a registered address in, or located or resident in, Australia, Canada or Japan. There will be no public offer of the Securities in Australia, Canada or Japan.
Access to the information and documents contained on the following websites may be illegal in certain jurisdictions, and only certain categories of persons may be authorized to access such information and documents. All persons residing outside of Finland or Norway who wish to have access to the documents contained on this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website, or require registration or approval for any acquisition of securities by them. No such registration or approval will be obtained outside Finland or Norway. The Company assumes no responsibility if there is a violation of applicable law and regulations by any person.
These materials are only being distributed to and are only directed at (i) persons who are outside the United Kingdom or (ii) persons in the United Kingdom who are qualified investors as defined in the Prospectus Directive (Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU, to the extent implemented in any relevant members state, or as superseded, including by Regulation (EU) 2017/1129, whose main provisions will apply as from July 21, 2019)) that are also: (a) investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order"; or (b) high net worth entities and other persons falling within Article 49(2) (a) to (d) of the Order; or (c) otherwise persons to whom it may lawfully be distributed and communicated to (all such persons together being referred to as "relevant persons"). In the United Kingdom, any investment activity to which these materials relate will be only available to, and will be engaged in only with, relevant persons. Any person in the United Kingdom who is not a relevant person should not act or rely on these materials or any of their contents.
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