The presentation has been prepared by Sulzer Ltd. ("Sulzer", and together with its subsidiaries, the "Sulzer Group") and the Applicator System ("APS") division of the Sulzer Group to be spun off and re-named medmix ("medmix") for information and background purposes only. This document is not, and should not be construed as, a prospectus or offering document, and has not been reviewed or approved by any regulatory or supervisory authority. The information does not constitute or form part of, and should not be construed as, an offer for sale or subscription of, or a solicitation or invitation of any offer to subscribe for or purchase any loans or securities of or make an investment in Sulzer or any other member of the Sulzer Group or medmix or any of its subsidiaries or any other entity in any jurisdiction, and nothing contained therein shall form the basis of, or be relied on in connection with, any contract or commitment whatsoever, in particular, it must not be used in making any investment decision. Any decision to invest in securities should be made solely on the basis of the information to be contained in a prospectus and on an independent analysis of the information contained therein.
This presentation includes financial information which has been derived from the historical combined and carve-out financial statements of medmix for the years 2018, 2019 and 2020 (the "Relevant Period") (the "Combined and Carve-out Financial Statements"), which are currently in draft form and unaudited and therefore continue to be subject to change prior to completion of the audit and release of the related audit report. While the Combined and Carve-out Financial Statements have been prepared on a carve-out basis from the consolidated financial statements of Sulzer, their preparation required that certain changes be made to the financial information as presented for the APS division in Sulzer's consolidated financial statements for the Relevant Period. Accordingly, the financial information derived from the draft Combined and Carve-Out Financial Statements of medmix for the Relevant Period and from the consolidated financial statements of Sulzer for its APS division for the Relevant Period may not be fully comparable. This presentation also includes certain quarterly information of medmix for the year 2020 and the first quarter of 2021, which has been not been subject to an audit or audit review and may be subject to change. Certain financial data included in this presentation consists of non-IFRS financial measures. These non-IFRS financial measures may not be comparable to similarly titled measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS.
No representation, warranty or undertaking, express or implied, is made by Sulzer, medmix or any of their respective affiliates or directors, officers, employees, agents or advisers ("Representatives") or any other person as to, and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the Information or the opinions contained therein or any other statement made or purported to be made in connection with Sulzer, the Sulzer Group or medmix and any of its subsidiaries, for any purpose whatsoever, including but not limited to any investment considerations. No responsibility, obligation or liability whatsoever, whether arising in tort, contract or otherwise, is or will be accepted by Sulzer, medmix or any of their respective Representatives or any other person for any loss, cost or damage howsoever arising from any use of the Information, or for information or opinions or for any errors, omissions or misstatements contained therein or otherwise arising in connection therewith.
This presentation includes market share and industry data obtained by Sulzer from official or third-party sources. Sulzer may not have access to the facts and assumptions underlying the numerical data, market data and other information extracted from public sources. Third-party industry publications, studies and surveys generally state that the data contained therein have been obtained from sources believed to be reliable, but that there is no guarantee of the accuracy or completeness of such data. Neither Sulzer, medmix nor any of their respective Representatives or any other person are able to verify such information, and assume no responsibility for the correctness of any such information. In addition, certain of the industry and market data included in this presentation, if not labelled otherwise, are derived from Sulzer's internal research and estimates based on the knowledge and experience of its management in the markets in which it operates. Accordingly, no undue reliance should be placed on any of the numerical or market data contained in this presentation.
This presentation contains forward-looking statements, including but not limited to, projections of financial developments, market activities, future performance of products and solutions or planned transactions, which involve risks and uncertainties and are based on certain assumptions. These forward-looking statements are subject to change based on known or unknown risks and various other factors, which could cause the actual results, performance or events to differ materially from the statements made herein. If any of these risks and uncertainties materializes or if the assumptions underlying any of Sulzer's or medmix' forward-looking statements prove to be incorrect, the actual results may be materially different from those Sulzer or medmix express or imply by such statements. Neither Sulzer nor medmix intend or assume any obligation to update these forward-looking statements since they are based solely on the circumstances at the date of their publication.
This presentation constitutes neither an offer to sell nor a solicitation to buy securities. This presentation shall also not be considered as a prospectus or similar notice in accordance with article 35 et seqq. FinSA and/or article 69 FinSA . Any offer and listing of securities shall be made exclusively by and based on a securities prospectus to be published. Any investment decision regarding publicly offered securities shall only be made based on the securities prospectus.
Any offering of securities mentioned herein will not be registered under the United States Securities Act of 1933, as amended (the "Act"), and such securities may not be offered or sold in the United States of America absent registration or an applicable exemption from registration requirements under the Act.
This presentation is not a prospectus for the purposes of Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Any offer of securities in any Member State of the European Economic Area will be made pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of securities.
This presentation is not a prospectus for the purposes of Regulation (EU) 2017/1129 as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"). Any offer of securities in the United Kingdom will be made pursuant to an exemption under the UK Prospectus Regulation from the requirement to publish a prospectus for offers of securities.
In addition, in the United Kingdom, this presentation is being made, and is directed only at (i) persons falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act (Financial Promotion) Order 2005 (as amended, the "Order"), (ii) high net worth entities falling within Articles 49(2)(a) to (d) of the Order, (iii) persons falling within Article 43(2) of the Order, including existing members and creditors of Sulzer, or (iv) persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) may otherwise lawfully be communicated or caused to be communicated (all such persons described in (i) to (iv) above together being referred to as "Relevant Persons"). In the UK, any investment or investment activity to which this presentation or any related documents and/or materials relate is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person in the UK who is not a Relevant Person should not act or rely on this presentation or any related documents and/or materials or any of its or their contents.