Not for publication or distribution in the United States, Australia, Canada or South Africa or in any other jurisdiction in which offers or sales would be prohibited by applicable law
YOKOHAMA, Japan - Nissan Motor Co., Ltd. ('Nissan') announces the sale of its entire stake in Daimler AG ('Daimler') (i.e. 16,448,378 shares, equivalent to 1.54% of Daimler's issued shares (the 'Shares')) at a price of €69.85 per Share (i.e. total amount of gross proceeds of approximately €1.149 billion) through a placement to institutional investors by way of an accelerated bookbuilding process (the 'Sale').
The proceeds from the Sale will allow Nissan to further strengthen and enhance its business competitiveness, including investments to promote electrification.
The industrial partnership between Nissan and Daimler remains unchanged and is not impacted by the Sale1. The two groups continue to collaborate in several areas.
Daimler's shares are listed on the regulated markets of Stuttgart and Frankfurt (ISIN code: DE0007100000).
1 Except that to enable Nissan to proceed with this financial transaction, Daimler and Nissan have mutually agreed to reciprocally waive certain preemptive rights regarding Daimler's shares that Nissan had, and vice versa, which were agreed upon in connection with the formation of their strategic partnership in 2010.
The distribution of this announcement and the offer and sale of the Shares in certain jurisdictions may be restricted by law and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The Shares are not being offered to the public in any jurisdiction and may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Shares in such jurisdiction. This announcement is not an offer of securities for sale in any jurisdiction, including the United States, Canada, South Africa, Australia or Japan. No action has been taken by Nissan, Merrill Lynch International and Societe Generale (the 'Bookrunners') or any of their affiliates to permit a public offering of the Shares or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Neither this announcement nor anything contained herein shall form the basis of, or be relied upon in connection with, any offer or purchase whatsoever in any jurisdiction and shall not constitutes or form part of an offer to sell or the solicitation of an offer to buy any securities in the United States or in any other jurisdiction.
The securities referred to herein have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States without registration thereunder or except pursuant to an available exemption therefrom. There will be no public offering of securities in the United States.
In the member states of the European Economic Area (the 'EEA'), this announcement and any offer made is directed exclusively at persons who are 'qualified investors' within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) ('Qualified Investors'). In the United Kingdom this announcement and any offer made is directed exclusively at persons who are 'qualified investors' within the meaning of the UK Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018 (i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the 'Order') or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together with Qualified Investors in the EEA being referred to as 'Relevant Persons'). This document is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons. Any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
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