Recommended Dianomi Offer

DISCLAIMER – IMPORTANT

Recommended acquisition of Dianomi plc (“Diaomi”) by Taboola Europe Limited (“Bidco”), a wholly-owned subsidiary of Taboola.com Ltd (“Taboola”) (the “Acquisition”)

THIS AREA OF THE WEBSITE (THE “MICROSITE”) CONTAINS ANNOUNCEMENTS, DOCUMENTS AND INFORMATION (TOGETHER THE “INFORMATION”) PUBLISHED BY TABOOLA, BIDCO AND/OR DIANOMI RELATING TO THE ACQUISITION. THE INFORMATION YOU ARE SEEKING ACCESS TO IS BEING MADE AVAILABLE IN THIS MICROSITE IN GOOD FAITH AND FOR INFORMATION PURPOSES ONLY, AND ITS AVAILABILITY IS SUBJECT TO THE TERMS AND CONDITIONS SET OUT BELOW. 

ACCESS TO THIS MICROSITE MAY BE RESTRICTED UNDER SECURITIES LAWS OR REGULATIONS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT OR LOCATED IN SUCH A JURISDICTION), BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION CONTAINED IN THIS MICROSITE. 

THE INFORMATION IS NOT DIRECTED AT OR TO BE ACCESSED BY PERSONS RESIDENT OR LOCATED IN ANY JURISDICTION WHERE THE RELEVANT ACTION WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION OR WOULD RESULT IN A REQUIREMENT TO COMPLY WITH ANY GOVERNMENTAL OR OTHER CONSENT OR ANY REGISTRATION, FILING OR OTHER FORMALITY WHICH TABOOLA AND/OR BIDCO REGARD AS UNDULY ONEROUS (A “RESTRICTED JURISDICTION”). 

If you would like access to the Information, please read this notice carefully. It applies to all persons who view this Microsite and, depending on who you are and where you live and/or are located, it may affect your rights and/or responsibilities. Taboola and Bidco reserve the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this Microsite may be amended at any time, in whole or in part, at the sole discretion of Taboola and Bidco.

Basis of access

The Information is made available in good faith and for information purposes only, and does not constitute or form any part of an offer to sell or otherwise dispose of or an invitation or the solicitation of any offer to purchase or otherwise acquire any securities, or the solicitation of a vote or approval, pursuant to the Acquisition or otherwise in any jurisdiction in which such offer or solicitation is unlawful.  

The Information speaks only at the specified date of the relevant document or announcement reproduced in this Microsite, and neither Taboola nor Bidco have, or accept, any responsibility or duty to update or revise any such Information (other than to the extent such duty arises as a matter of law or regulation) and they reserve the right to add to, remove or amend any Information reproduced in this Microsite at any time, in whole or in part, at its sole discretion. 

Forward-looking statements

The Information (including information incorporated by reference), may contain statements which are, or may be deemed to be, “forward looking statements”. Such forward looking statements are prospective in nature and are not based on historical facts, but rather on current expectations and on numerous assumptions regarding the business strategies and the environment in which Taboola, Bidco and Dianomi and their respective associated companies will operate in the future and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied by those statements.

The forward looking statements contained in the Information may relate to the financial position, business strategy, plans and objectives of management for future operations of Taboola, Bidco and Dianomi and their respective associated companies, and other statements other than historical facts. In some cases, these forward looking statements can be identified by the use of forward looking terminology, including the terms “believes”, “estimates”, “plans”, “prepares”, “anticipates”, “expects”, “is expected to”, “is subject to”, “budget”, “scheduled”, “forecasts”, “intends”, “may”, “will” or “should” or their negatives or other variations or comparable terminology. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. If any one or more of these risks or uncertainties materialises or if any one or more of the assumptions prove incorrect, actual results may differ materially from those expected, estimated or projected. Such forward looking statements should therefore be construed in the light of such factors. Neither Taboola, Bidco, nor any of their respective associates, directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward looking statements in the Information will actually occur. Given these risks and uncertainties, you should not place any reliance on forward looking statements, which speak only as of the date of the relevant document. Each of Taboola and Bidco expressly disclaims any obligation or undertaking to update or revise any forward-looking statement (except to the extent legally required). 

Unless expressly stated otherwise, no statement contained or referred to in this Microsite is intended to be a profit forecast or profit estimate or quantified financial benefits statement for any period.
 

Overseas persons

The materials contained in this Microsite contain Information in respect of the Acquisition. Viewing this Information may be unlawful if you are resident or located in a Restricted Jurisdiction. In certain jurisdictions, including Restricted Jurisdictions, only certain categories of persons may be allowed to view such materials. All person’s resident or located outside the United Kingdom who wish to view these materials must first satisfy themselves that they are not subject to any local requirements that prohibit or restrict them from doing so and should inform themselves of, and observe, any legal or regulatory requirements applicable in their jurisdiction. It is your responsibility to satisfy yourself as to the full observance of any relevant laws and regulatory requirements. Taboola, Bidco and their respective advisers do not assume any responsibility for any violation by any person of any of these restrictions. 

The Information is not being, and must not be, directly or indirectly, released, mailed, transmitted or otherwise forwarded, distributed or sent, in whole or in part, in or into a Restricted Jurisdiction and persons receiving such Information (including, without limitation, custodians, nominees and trustees) should observe these restrictions and must not, directly or indirectly, mail, transmit or otherwise forward, distribute or send any such Information in, into or from any such jurisdiction. 

If you are not permitted, or if you are in any doubt as to whether you are permitted, to view the Information in this Microsite, or viewing the Information would result in a breach of the above, please exit this website and do not view the content of any communication or document in relation to the Acquisition. 

This Microsite has been prepared for the purposes of complying with English law and the City Code on Takeovers and Mergers. The Information disclosed may not be the same as that which would have been disclosed if this Information had been prepared in accordance with the laws and regulations of any jurisdiction outside of England and Wales. 
 

Responsibility

In relation to any Information contained in this Microsite, the only responsibility accepted by Taboola, Bidco and their respective directors is for the correctness and fairness of the Information’s reproduction or presentation in the Microsite unless a responsibility statement in any relevant document expressly provides otherwise. 
The directors of each of Taboola, Bidco, any of their respective associated companies, Dianomi and any of Dianomi’s associated companies have not 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. 
 

Other

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. 

This notice shall be governed by, and interpreted in accordance with, English law.

Confirmation of understanding and acceptance

In order to view the Information contained in this Microsite, by clicking on the “CONFIRM” option below you:

(i)    confirm that you have read and understood the notice set out above and agree to be bound by its terms;

(ii)    certify that you are a resident of or located in the United Kingdom or another jurisdiction into which the distribution of the Information does not constitute a violation of the relevant laws of such jurisdiction, and that you are not acting on behalf of someone who is resident or located in a Restricted Jurisdiction; 

(iii)    agree that you will not copy, forward, transfer or distribute (by any means including by electronic transmission) the Information (either in whole or in part) to any person who is resident or located in a Restricted Jurisdiction; and

(iv)    represent and warrant to Taboola and Bidco that you intend to access this Microsite and the Information for information purposes only and agree to be bound by the terms of this notice.
If you are not able to give these confirmations, you should click on the “DECLINE” option below and we cannot provide you with the Information contained in this Microsite.