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.        


Handhabung von Mitarbeiterbeteiligungsplänen im Zusammenhang mit einem öffentlichen Angebot

Ancillary benefits provided in connection with a public offer have to be evaluated by the offeror in a first step. In a second step, the auditor has to verify the appropriateness of this evaluation (see Judgment of the Federal Administrative Court of 30 November 2010 in the matter of Quadrant AG, para. 7.3 et seq.). In order to comply with the Best Price Rule, the auditor has to provide a positive assessment and perform the related audit procedures (see Swiss Auditing Standard 880: Audit of public tender offers, para. 54). At its last meeting, the Swiss Takeover Board affirmed that this practice is to be applied analogously to benefits from employee participation plans of the target company that are adjusted in connection with a public offer. In particular, a vesting triggered or accelerated by a change of control shall also be considered an adjustment.

GAM Holding AG

The Swiss Takeover Board has made statements regarding Liontrust Asset Management Plc’s planned public exchange offer to the shareholders of GAM Holding Ltd.  

Santhera Pharmaceuticals Holding AG

The Swiss Takeover Board has granted Santhera Pharmaceuticals Holding AG, Santhera Pharmaceuticals (Schweiz) AG and other persons controlled by Santhera Pharmaceuticals Holding AG an exemption from the duty to make a public tender offer concerning Santhera Pharmaceuticals Holding AG.