SWISS TAKEOVER BOARD
The Swiss Takeover Board (TOB) is a Federal Commission established under the Federal Act on Stock Exchanges and Securities Trading of March 24, 1995. The Takeover Board shall, in each case, ensure compliance with the rules applicable to public offers.
The Swiss Takeover Board has made statements regarding the non-existence of the obligation to launch a tender offer to lastminute.com N.V.’s shareholders in connection with changes in the shareholder structure of lastminute.com N.V.’s main shareholder and the entering into a shareholders’ agreement amongst the shareholders of lastminute.com N.V.’s main shareholder.
The Swiss Takeover Board has stated that Rothschild & Co Global Advisory Switzerland AG is suitably qualified in the sense of art. 30 para. 6 TOO to establish fairness opinions in the context of public tender offers.
The Swiss Takeover Board has made statements regarding the exchange offer of Santhera Pharmaceuticals Holding AG.
The Swiss Takeover Board has made statements regarding the buyback program of ams AG.
A request of Liwet Holding AG pursuant to which it was to be held that Martin Haefer/BigPoint Holding AG could not invoke the exception from the duty to make a public tender offer based on the decision of the Swiss Financial Market Supervisory Authority FINMA of 6 December 2019 was rejected by the Swiss Takeover Board. Additionally, the Swiss Takeover Board made statements with respect to the calculation of the minimal price of a potential public tender offer of Martin Haefner/BigPoint Holding AG according to the temporary exception from the duty to make a public tender offer based on the decision of the Swiss Financial Market Supervisory Authority FINMA of 6 December 2019.
The Swiss Takeover Board has exempted the public buyback program of AP Alternative Portfolio Ltd. from the provisions governing public takeover offers.