Cautionary Statements Regarding Forward-Looking Information
The information and statements in this website communication does not constitute an offer to purchase, sell or exchange or the solicitation of an offer to purchase, sell or exchange any securities. The shares of Gamesa Corporación Tecnológica, S.A. (“Gamesa”) or Siemens Wind Power (“Siemens WP”) may not be offered or sold in the United States of America except pursuant to an effective registration statement under the Securities Act or pursuant to a valid exemption from registration.
This website contains forward-looking information and statements including financial projections and estimates and their underlying assumptions, statements regarding plans, objectives and expectations with respect to future operations, capital expenditures, synergies, products and services, and statements regarding future performance. Although the expectations reflected in such forward-looking statements are deemed to be reasonable, investors and holders of shares are cautioned that forward-looking information and statements are subject to various risks and uncertainties, many of which are difficult to predict and generally beyond the control of Gamesa or Siemens WP, that could cause actual results and developments to differ materially from those expressed in, or implied or projected by, the forward-looking information and statements. They have not been reviewed by the auditors of Gamesa or Siemens WP. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date they were made. Except as required by applicable law, Gamesa or Siemens WP does not undertake any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
The factors that could cause actual results to differ materially include the following: the risk that the conditions precedent are not satisfied; uncertainties as to the timing of the transaction; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the merger within the expected time-frames or at all and to successfully integrate Gamesa’s operations into those of Siemens WP; such integration may be more difficult, time-consuming or costly than expected; revenues following the transaction may be lower than expected; operating costs, customer loss and business disruption (including, without limitation, difficulties in maintaining relationships with employees, customers, clients or suppliers) may be greater than expected following the transaction; the retention of certain key employees; risks associated with the disruption of management’s attention from ongoing business operations due to the transaction; the conditions to the completion of the transaction may not be satisfied, or the regulatory approvals required for the transaction may not be obtained on the terms expected or on the anticipated schedule; the parties’ ability to meet expectations regarding the timing, completion and accounting and tax treatments of the merger; the effects of the business combination of Siemens WP and Gamesa, including the combined company’s future financial condition, operating results, strategy and plans; other factors detailed in Gamesa’s Annual Report, Gamesa’s other filings with the CNMV (www.cnmv.es), which are available at Gamesa’s website (www.gamesacorp.com); and other factors discussed in Siemens WP’s public reports which are available on the Siemens WP website at www.siemens.com Siemens WP or Gamesa assume no obligation to update the information in this website, except as otherwise required by law. Readers are cautioned not to place undue reliance on these forward-looking statements that speak only as of the date hereof.
Additional Information and Where to Find It
This website relates to the proposed merger transaction involving Gamesa and Siemens WP. The documentation in this website does not contain all the information that you should consider before taking your decisions in relation to the merger. This website should be read in conjunction with and is qualified in its entirety by the more detailed information and documentation available on the Company’s website (www.gamesacorp.com) and the CNMV website (www.cnmv.es). You should carefully read the entire set of documents to understand all considerations which may be important to your decisions.
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, and is not a substitute for the Proxy Statement or any other document that Gamesa or Siemens WP may file with the CNMV or send to its stockholders in connection with the proposed merger.
STOCKHOLDERS OF GAMESA AND SIEMENS WP ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH THE CNMV AND AVAILABLE IN GAMESA’S WEBSITE (WWW.GAMESACORP.COM), WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and shareholders will be able to obtain the documents (when available) and Gamesa and Siemens WP stockholders will receive information at an appropriate time on how to obtain transaction-related documents for free from Gamesa.