Since the mid-1990s Denmark has witnessed continuous growth in mergers and acquisitions. Perhaps the most noteworthy developments are that public offers have become more frequent and hostile takeovers are no longer an unknown phenomenon.
The basic position regarding any type of acquisition (including public takeovers) is that the principle of freedom of contract applies. With respect to certain regulated types of business, such as banking and insurance, regulatory approval of acquisition of a significant shareholding is required.
The Danish Companies Act, the provisions of which are mostly a result of implementation of relevant EU directives, regulates corporate reorganizations such as mergers and divisions.
Foreign direct investment in a Danish company is not regulated by any particular act. Foreign enterprises are treated on an equal basis with Danish enterprises. Danish law is essentially non-discriminatory towards foreign buyers.
Typically, business is conducted in Denmark in limited liability companies. Only two types of limited liability company are widely used, namely public and private. Only a few private limited liability companies carry out significant business in Denmark. Therefore this Overview is limited to public limited liability companies, which are mainly governed by the Danish Companies Act.
The act stipulates that all shares must carry voting rights. This means that, for example, preference shares without votes are not permitted. Disparate voting rights are allowed provided that no shares carry more than 10 times the voting value of any other shares of the same denomination.
Choosing between share deal and asset deal
In private transactions businesses are acquired by acquisition of either shares or assets (with or without liabilities).
The main issues to consider when deciding whether to opt for the share deal or asset deal structure are as follows.
- Implications of change of legal personality. In a share deal the legal status of the business remains unchanged and all ongoing relationships are unaffected, provided that the company's contracts do not contain any change of control clauses or the like. In an asset deal, the reverse applies: the approval of a new contractual party (ie, the buyer) must normally be obtained. Therefore, in asset deals the basic position is that all legal relationships with third parties are terminated and the new owner of the business must establish new legal relationships.
Few exceptions to this rule exist. The rights and obligations of the business's employees are automatically transferred to the buyer under the Danish Act on Employees' Rights in the Event of Transfer of Undertakings. Furthermore, the contractual creditor rights may be transferred without consent, simply by notifying the debtor of the new creditor. However, most contracts establish rights and obligations for both parties, and since the seller will often render himself unable to perform his obligations, the transfer of his obligations is a necessity too. Some contracts may by virtue of a special contractual clause allow for transfer of the obligations to a buyer. This is often the case in real property leases and mortgages on real property.
Often the parties in an asset deal attempt to resolve this problem by simply notifying the third party of the transaction, hoping no reaction is provoked. Or, worse, they make no notification at all and carry on the business as usual. From a legal viewpoint these practices are not recommended because the third party will not be bound by negative consent.
A separate problem is whether public authorizations and licences are transferable to the new owner. Generally, such licenses are granted to the business as such (irrespective of the owner) and are thus unaffected by the transaction. However, various exceptions apply.
- The risk of non-disclosed liabilities. As a mirror image of the advantages of a share deal discussed above, there is also the risk that non-disclosed legal obligations exist and continue to exist within the business in a share deal. Those risks are almost entirely eliminated in an asset deal.
Under Danish law, a seller is obliged to disclose all facts about the business that are of importance to the buyer in his assessment of the company or business, and of which the seller is or should be aware. Reversely, the buyer may not claim damages stemming from adverse facts made known to him. In that respect, facts unknown to both parties remain the risk of the buyer, unless they are covered by a guarantee in the transfer agreement (ie, representations and warranties). Also, making a legitimate claim against the seller in an arbitration procedure may prove difficult and costly, and the general view is that, under Danish law, damages awarded will be far from adequate. These problems may lead to the view that an asset deal is preferable if material unknown risks are likely to exist.
- Taxes and duties. Generally, the sale of shares (and the sale of the assets of a business) is exempt from value added tax. There is no duty levied on the sale of shares, and stamp duty has been almost completely abandoned. It is only payable when the transfer of an asset is to be registered with a public registry (ie, sale of real property, larger vessels and aeroplanes). The stamp duty amounts to 1.5% of the purchase price. However, the laws of taxation treat the sale of shares differently from the sale of assets. These differences often create the largest hurdle for an asset sale.
Generally, in an asset deal, the seller must pay taxes as if the assets were sold separately. The taxable income is usually the difference between depreciated value and sales price. Similarly, losses are deductible. With the exception of the applicable tax rate, there are no significant differences between the seller being a company or a private person.
A share deal must be considered under the Danish Act on Taxation of Capital Gains on Shares. Distinctions are made as to whether (i) the seller is a company or a private person and (ii) the duration of the ownership is more than three years. If the seller is a private person, capital gains taxes are levied regardless of the duration of the ownership, but at a lower tax rate when ownership has exceeded three years. If the seller is a company and has owned the shares for more than three years, the capital gains are completely exempt from taxes. Capital gains after less than three years of ownership are taxed like normal company income.
If the seller foresees a loss, the capital gains tax laws generally favour private persons, because the tax exemption from capital gains for companies is complemented by an exclusion of the right to deduct losses under similar circumstances.
- Financing the acquisition. To avoid depletion of a company's equity, Section 115 of the Danish Companies Act provides that a company shall not make funds or assets available for the acquisition of the shares of the company or the parent company. Thus, in a share deal the buyer must not directly or indirectly obtain loans from the target company, or put liens on its assets to finance the acquisition. The buyer may pledge the shares to a financing institution, but the target company may not assist this pledge by, for example, committing to negative pledges or to maintaining a certain presence of cash. In an asset deal the buyer is free to finance the acquisition through the use of business funds and assets.
The choice between an asset deal and a share deal is dependent on a number of variables. Generally, the share deal is preferable and is most widely used. In addition to the considerations discussed above, the asset deal often involves higher transaction costs.
Sale of assets
It is unresolved in Danish law whether the board of directors of a limited liability company has the power to dispose of all or substantially all of the company's activities without obtaining approval at the general shareholders meeting. The accepted view seems to be that the board is obliged only if such obligation is stipulated in the company's articles of association.
If the share deal structure is chosen, attention is drawn to Sections 28(a) and 28(b) of the Danish Companies Act. These stipulate that a buyer that has acquired shares representing 5% or more of the voting rights of a company, or shares having a nominal value of 5% or more of the company's share capital (at no less than Dkr 100,000), must notify the target company which, in turn, must publicize this information in its annual report.
Current takeover regulations
The main rules governing the takeover of a company listed on the Copenhagen Stock Exchange are found in the Danish Securities Trading Act and its regulations, and the Danish Companies Act.
The duties of the Copenhagen Stock Exchange, which is organized as a limited liability company, include:
- monitoring the securities market;
- ensuring that information to be publicized by issuers of listed securities is forwarded to the exchange; and
- publishing information received.
The securities market is further monitored by the Securities Council, which is an independent public body. The Securities Council also issues rules and regulations pursuant to the Danish Securities Trading Act. Certain categories of decisions made by the Copenhagen Stock Exchange may be appealed to the Securities Council.
Mandatory and voluntary bids
As regards mandatory bids, a fundamental rule is Section 31(1) of the Danish Securities Trading Act. It states that if a shareholding is transferred, directly or indirectly, in a company with one or more share classes listed on a stock exchange, the buyer shall enable all the shareholders of the company to dispose of their shares on identical terms if, as a result of the transfer, the buyer will:
- hold the majority of voting rights in the company;
- become entitled to appoint or dismiss a majority of the company's members of the board of directors;
- obtain the right to exercise a controlling influence over the company according to the articles of association or otherwise in agreement with the company;
- according to agreement with other shareholders, control the majority of voting rights in the company; or
- be able to exercise a controlling influence over the company and hold more than one-third of the voting rights.
Thus, a mandatory bid is triggered when a transfer of a shareholding results in any of the above. The mandatory bid shall be made no later than four weeks after that point in time.
The mandatory bid requirement is a requirement to make a public offer to the minority shareholders on “identical terms”. The price offered in the mandatory bid shall at least correspond to the highest price that the offeror has paid for the shares already acquired during the six months preceding the making of the mandatory offer. If, within 12 months before making the mandatory offer, the offeror has acquired shares at a higher price than the one now offered, the Danish Securities Council may (in exceptional cases) decide that the price in the mandatory offer shall be equal to the higher price.
Special issues arise if only one class of shares is listed. In this situation, in order to meet the identical terms standard, shareholders owning the unlisted shares may not be paid a price that is more than 50% higher than the share price for the listed shares of the company.
In principle, mandatory bids cannot be conditional.
As regards voluntary bids, a public offer made by a shareholder that does not fall within Section 31(1) of the Danish Securities Trading Act constitutes a voluntary bid. Like mandatory bids, such offers need to be publicized pursuant to certain rules.
It is possible for the offeror to make the offer conditional. However, the Copenhagen Stock Exchange will not allow a condition which is so broad that in reality it is at the offeror's discretion to decide whether the condition is fulfilled. A classic example is to make the offer conditional on the offeror obtaining acceptances from shareholders representing more than nine-tenths of the share capital and the votes in the target company.
In addition to this 'nine-tenths plus' condition, the offer can, for example, be made conditional upon:
- due diligence access being allowed, not revealing material matters that will impact negatively on the share price;
- the offeror obtaining necessary competition law consents (if relevant); and/or
- the target company not publicizing, within the offer period, any information that might result in a material adverse change in the company's financial position or prospects.
The main provisions regarding offer requirements and the main rules applicable to the offer situation are set out in an executive order on the obligation to submit offers, on mandatory bids and voluntary bids and on shareholders' obligations to disclose information (Executive Order 827 of November 10 1999).
Pursuant to this order a public offer document must contain at least the following information (whether mandatory or not):
- the name, address and registration number of the target company;
- the name, address and organizational structure of the offeror, with a list of the persons or companies that may be acting jointly with the offeror;
- the name and address of the company responsible for the execution of the offer on behalf of the offeror;
- information about the share of the voting rights or the extent of the controlling influence that the offeror has already acquired or has otherwise obtained, including information about any transfer agreement not yet executed and any special terms attaching to the voting rights acquired or the controlling influence (not yet executed transfer agreements comprising convertible bonds, subscription rights, offers or warrants);
- the price offered;
- information on how the offer will be financed;
- information on how the cash payment will be made or, where shares are offered in another company, how the exchange ratio is fixed, or on the combination of cash payment and exchange of shares;
- information about the time of settlement;
- information about the place and time of publication of the results of the offer (including where and when it will be published and whether any conditions attaching to the offer have been fulfilled);
- where the consideration is shares, the date from which entitlement to dividends on these shares arises and the date from which the voting rights may be exercised;
- any conditions attaching to the offer, including the circumstances in which the offer may be withdrawn;
- the period during which the offer is open, which must be at least four weeks and not more than 10 weeks;
- the procedure to be followed by the shareholder in order to accept the offer;
- an account of the offeror's future plans for the company, including employment, use of the target company's capital, continued listing of the target company's shares on a stock exchange, amendment of the articles of association and any restructuring of the undertakings controlled by the target company; and
- any agreement with others concerning the exercise of the voting rights attaching to the target company's shares, to the extent that the offeror is a party to such agreement or has knowledge thereof.
Furthermore, the offer document must state whether shareholders that have already accepted the offer may freely accept any subsequent offer made, pursuant to Sections 8 or 9 of the Order.
The essence of Section 8 is that until the offer period expires, the offeror may alter the offering terms if this constitutes an improvement of the terms offered (if the alteration is effected within the last two weeks of the offer period, this period shall be extended to expire 14 days after publication of the altered offer).
Section 9 covers competing offers. The essence of Section 9 of the Order is that any competing offer shall be made prior to the last deadline for acceptance of any offer already made). It follows from Section 9 that if the original offeror does not withdraw his offer, the period stipulated for acceptance of the original offer shall be automatically extended until the expiry of the period stipulated for acceptance of the competing offer.
During the offer period the offeror may not enter into agreements with shareholders or others concerning the acquisition or sale of shares in the target company if the agreements entered into contain more favourable terms than those which, according to the offer document, are offered to the shareholders.
If, at the time of the offer, the offeror decides to enter into (or seeks to enter into) agreements with individual shareholders or others regarding the acquisition or sale of shares in a target company, this must be stated in the offer document (such trade can only take place if it complies with the requirements in the preceding paragraph).
Before other publication of the offer is allowed, an advertisement announcing the offer and the offer document must be sent by the offeror to the Copenhagen Stock Exchange. Publication of the mandatory bid is deemed to be effected when the Copenhagen Stock Exchange gives notice of the advertisement announcing the offer, after ensuring compliance with the applicable rules. The Copenhagen Stock Exchange shall notify the offeror when the offering is effected. Publication of non-mandatory offers is deemed to be effected when the advertisement announcing the offer reaches the Copenhagen Stock Exchange. Immediately after publication, the offeror must insert the advertisement announcing the offer in a daily national newspaper.The target company shall send the advertisement announcing the offer to the registered shareholders for the account of the offeror.
The board of directors of the target company shall then draw up a statement for the shareholders of the company detailing the advantages and disadvantages of the offer (eg, in relation to the expected development of the company). The statement shall be published by the board before the expiry of the first half of the period during which the offer is open. The statement shall be deemed to be published when it reaches the Copenhagen Stock Exchange. Immediately after publication has been effected, the target company must publish an advertisement in a daily national newspaper containing the statement (or excerpts from it), and stating from whom the shareholders may request the full statement and where the statement will be available for inspection by the public. The target company shall send the statement to the registered shareholders for the account of the offeror.
Within seven days of publication of an altered offer submitted by an offeror (cf Section 8 in the Order) the board shall draw up and publish an additional statement for the shareholders of the company on the amendments that have been incorporated into the offer document. This shall include a statement of the advantages and disadvantages of the alterations made to the offer document.
Unsolicited takeover attempts
Denmark has experienced few hostile or contested takeovers, and little practice and case law exists regarding this subject. Certain defensive devices and the behaviour of the board of the target company are dealt with below.
Specific defensive devices
Defensive devices are often inserted in a company's articles of association. However, rather than having defensive provisions inserted in the articles of association, the shareholders of a company may choose to enter into shareholders' agreements. Shareholders in listed companies which have reached a certain ownership level or voting right level (5%) shall immediately publish information about any provisions in shareholders agreements that may affect the free transferability of the shares or that may have a significant effect on the price formation.
The right to amend the articles of association of a Danish company is vested in the shareholders, whereas the board of directors, with very few exceptions, may not make any changes on its own. This means that all changes of a company's articles of association for defensive purposes must be submitted to the shareholders for approval. Amendments to the articles of association of a Danish company require a minimum two-thirds majority of the votes cast and shares represented at a shareholders general meeting. Certain categories of amendments, for example, those that restrict the negotiability of existing shares, require the approval of at least nine-tenths of the votes cast and of the voting share capital represented at a general meeting. Certain other decisions require the consent of all shareholders.
Capped voting rights
The Danish Companies Act stipulates that shareholders may, by a majority of nine-tenths of the votes cast and the share capital represented at a general meeting, decide that no shareholder may exercise voting rights attached to his own shares or those of others for more than a specific part of the voting share capital of the company. In this way, the articles of association will provide that the votes of any shareholder are capped, irrespective of the size of the shareholder's holdings. It is even possible to limit the voting rights of shareholders by limiting each shareholder's voting power to one vote, no matter how many shares the shareholder owns.
Consent to transfer
Restrictions on the negotiability of existing shares in a Danish company are valid only to the extent that such restrictions are adopted by a minimum of nine-tenths of the votes cast and the voting capital represented at a meeting of shareholders. If this majority can be obtained, provisions for approval of the transfer of shares, rights of first refusal or ownership limitations regarding the shares of a company may be inserted in the articles of association of the company.
For listed companies it follows from the Order on Listing Requirements that listed shares must be 'freely negotiable'. However, it also appears from the order that the corporate authorities may grant an exemption from this principle for provisions in the articles of association regarding approval of the transfer of shares, provided that the "use of the approval clause does not disturb the market". This guideline has given rise to some uncertainty as to how a consent clause may be administered.
Issue of new shares
Share capital of a Danish company may be issued either as a bonus issue or as an issue by subscription for cash or contribution in kind. The power to increase the share capital of the company is vested in the shareholders, who can do so by a two-thirds majority of the votes cast and the voting shares represented at a general meeting. With the same majority, the shareholders may authorize the board to issue new shares with or without pre-emptive rights for existing shareholders. By deciding that the existing shareholders shall not have the right to subscribe to new shares, the board may effect a so-called directed issue and, for example, allocate the newly issued shares to one or more 'friendly' investor(s).
Board of directors of the target company
Except for the obligation of the board of directors to publish a statement regarding a public offer for company shares, there are no statutory provisions setting forth the duties of the board of directors and the management of a company when faced by an unsolicited takeover attempt. Danish case law on the subject is scarce. Against this background, it is difficult to outline the duties of the target company's management in such a situation. However, some guidance with respect to the management's duties may be derived from the general principles of liability found in the Danish Companies Act.
The provisions of the Danish Companies Act dealing with management's liability are based on the general standard in Danish tort law known as the 'culpa' rule. According to this rule, a person is liable for damages caused by him as a consequence of an act or omission that is based on his intent or negligence. The Danish Companies Act also imposes on management a duty to act loyally towards all shareholders. Thus, the act prohibits the board of directors and managers from acting in a manner that is likely to provide certain shareholders or others with an undue advantage at the expense of other shareholders or the company. Thus, for example, when considering whether the board of directors of a company that faces a hostile takeover attempt is entitled to allocate new shares to a friendly shareholder, it must be considered whether the board thereby creates undue advantages for others at the expense of the shareholders.
Pursuant to the Danish Companies Act, the Danish Securities Trading Act and the Order on Calculation and Disclosure of Substantial Shareholdings in Listed Companies, a buyer of shares of a listed company must disclose to the target company and to the Copenhagen Stock Exchange his shareholding when it reaches 5% of the votes of the company or of its total share capital. After reaching the 5% trigger point, changes in the buyer's shareholding that lead it to reach or fall below each respective 5% interval (eg, 10%, 15%, 20%) and 33% or 66%, must be disclosed by the buyer to the company and to the Copenhagen Stock Exchange.
The reporting must be made immediately after the thresholds have been reached or are no longer met.
Acquisition, sale or recommendation to buy or sell a given security must not be performed by any person with inside information that could be of importance to the relevant transaction. Any person with inside information is prohibited from disclosing such information to any other party (unless such disclosure is made within the normal course of his employment, profession or duties). Price manipulation is also prohibited.
Until now the practice of the Copenhagen Stock Exchange regarding due diligence on listed companies has been very restrictive. The overriding rule is that due diligence (allowing a third party access to information that is not available to the market) is only allowed to the extent that it is in the target company's interest (and not only in its shareholders’ or some of its shareholders’ interests).
From a 1992 decision by the Copenhagen Stock Exchange it appears that (in addition to the above requirement) due diligence access will require:
- that the third party in question (ie, the potential buyer and his advisers carrying out the due diligence) signs a confidentiality undertaking;
- that the third party refrains from trading in the share while due diligence is ongoing; and
- subsequent to due diligence, that the findings that may impact on the share price should be disclosed to the market.
However, the Copenhagen Stock Exchange has recently expressed the unofficial view that this latter requirement no longer applies. The period of time during which due diligence is carried out should be limited as much as possible.
A buyer who owns more than nine-tenths of the company's share capital and votes may wish to buy out shareholders who do not tender their shares in accordance with his offer. Buy-out is governed by Section 20(b) of the Danish Companies Act. In the event that the buyer and the minority shareholders cannot agree on the price for the buy out, experts are appointed whose task is to determine the value of the shares to be bought out. However, the Danish Securities Trading Act provides that the buyer must give minority shareholders an opportunity to sell their shares on "identical terms". To the extent that there is an overlap between the two provisions, the most appropriate thing to do would probably be to determine the value of the shares with reference to the price paid for the controlling shareholding, since this price reflects the current market value of the shares.
Conversely, pursuant to Section 20(d) of the Danish Companies Act, each individual minority shareholder of a company of which more than nine-tenths of the shares are owned by one shareholder may demand to be bought out. If the majority shareholder and the minority shareholder cannot agree on the price applicable to the buyout, a court must appoint an expert.
Structuring of offer process
A typical way of structuring a public offering process is to launch a public offer which, among other things, is made conditional upon the offeror obtaining more than nine-tenths of the share capital and the votes in the target company. Upon fulfilment of this condition, the offeror will be entitled to buy out the outstanding minority.
If the condition is not fulfilled, but the offeror nonetheless wishes to accept the acceptances received from the shareholders, then the offeror must make a new bid, provided that a trigger point as set out in Section 31(1) has been reached (eg, the offeror will be able to exercise a controlling influence over the target company and will hold more than one-third of the voting rights).
The rules on mergers contained in the Danish Companies Act reflect an implementation of the third EU Council Directive (78/855/EEC). These rules allow for vertical mergers (ie, mergers of a parent company and one or more subsidiaries) as well as horizontal mergers.
Typically, business is conducted in Denmark in limited liability companies. Only two types of limited liability company are widely used, that is, Danish public and private limited liability companies. The essence of a merger transaction pursuant to the merger rules is that a public limited liability company is dissolved, through the transfer of the company's assets and liabilities to another public limited liability company or a private limited liability company), or that two or more private or public limited liability companies merge into a new public liability limited company.
The consideration paid to the shareholders in a company that is discontinuing can be either shares in the continuing company or cash, or a combination thereof.
The choice of the type of consideration is most often taxdriven. The limitation set out in the Merger Directive that cash considerations must not exceed 10% of the nominal amount of the share consideration in the continuing company does not apply in Denmark. However, the Taxation of Mergers, Divisions and Contribution of Assets Act requires that a cash consideration be limited to 10% in order for the merger to be non-taxable.
The fundamental document in a merger transaction is the merger plan, which is a common document of the boards of directors of the companies involved. A merger transaction can, if necessary, be effected within a few weeks of publication of the merger plan. However, this is not the case if regulatory approval is needed (eg, competition approval). A merger can be effected with retroactive effect (up to six months before the date of the merger plan).
In a discontinuing company, the competence of resolving a merger lies with the general shareholders meeting.
The majority requirement at a shareholders meeting is that at least two-thirds of the votes cast and of voting share capital represented at the general shareholders meeting vote in favour of the merger proposal, unless the majority requirement regarding amendment of the articles of association is more severe according to the actual articles of association. However, if the articles of association contain more severe majority requirements regarding dissolution or merger, such requirements must also be complied with.
In the continuing company, the merger can be resolved by the board of directors unless the merger proposal requires the shareholders general meeting to amend the articles of association. It is not necessary to put an amendment regarding adoption of names or secondary names of a discontinuing company before the general shareholders meeting. In addition, a few explicit rules allow for minority shareholders to require the proposal to be put before a shareholders general meeting.
Expert opinions are required for all participating companies, in particular regarding the consideration to be paid to the shareholders in the discontinuing company (the share exchange ratio) and regarding the adverse effects, if any, for creditors. As a rule, if the expert opinions are clean, a merger transaction can be effected with the necessary majority requirement without third parties (eg, creditors) having any power to prevent it. Mainly for this reason, merger transactions are common in Denmark. The rules on mergers in the Danish Companies Act only apply to companies that have their registered office in Denmark. Thus, cross-border mergers pursuant to the rules on mergers in the Danish Companies Act are not possible. The reason for this is that the proposal for an EU directive on cross-border mergers (the 10th EU Directive) has not been adopted by the EU Council of Ministers.
Since the enactment in 1993 of the rules on divisions (enactment of the 6th EU Council Directive (82/891/EEC)), only two listed companies have been divided pursuant to these rules. Section 136 of the Danish Companies Act is the fundamental statutory authority to be complied with when effecting a division transaction.
Section 136 states that if the majority required to change the articles of association of the company is reached, the general meeting of shareholders may pass a resolution to divide the company. When dividing a company, all company assets and liabilities are transferred to a number of existing or newly established private or public limited liability companies against payment of consideration to the shareholders of the divided company. With the same majority, the general meeting of shareholders may decide on a division whereby the company transfers part of its assets and liabilities to one or more existing or newly established companies. The transfers may be effected without the consent of the company's creditors.
Section 136 also states that if a creditor of a company that has participated in the division does not receive full satisfaction for his claims, each of the other participating companies shall be jointly and severally liable for the debts and obligations that existed when the division plan was announced, provided that the amount does not exceed the net value added or the remaining net value of the individual company at that time.
Due to the many cross-references in Section 136 to the Danish merger rules, most of the Danish merger rules apply to a division transaction.
The reason why few companies have chosen to reorganize themselves by way of a division transaction is generally believed to be the aforementioned cross-liability rule, which subjects the participating companies to an unattractive exposure.
A division transaction can be carried out as a non-taxable or a taxable division. As with mergers, cross-border divisions cannot take place.
For further information on this topic please contact Philip Risbjørn at Bech-Bruun Dragsted by telephone (+45 3312 1233) or by fax (+45 3315 2555) or by e-mail ([email protected]).
The materials contained on this web site are for general information purposes only and are subject to the disclaimer.