SWISS TAKEOVER BOARD
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.
The Swiss Takeover Board has made certain findings with regard to the introduction of an opting out at PIERER Mobility AG.
The Swiss Takeover Board informs that as of 26 November 2020 it has received a total of 41 mostly identical notifications in accordance with art. 62 para. 2 TOO relating to Swiss Steel Holding AG (formerly Schmolz+Bickenbach AG) and to the decision of the Financial Market Supervisory Authority FINMA of 6 December 2019 that granted an exemption from the duty to make a public tender offer according to art. 136 para. 1 let. e FMIA in favor of BigPoint Holding AG and Martin Haefner. The Swiss Takeover Board points out that it will not publicly inform about potential procedural steps in this matter.
Inkraftsetzung des neuen UEK-Rundschreiben Nr. 5: Sanierungsausnahme / Sanierungskonzept der Zielgesellschaft vom 2. September 2020 Die Übernahmekommission hat ein neues Rundschreiben erlassen, das „UEK-Rundschreiben Nr. 5: Sanierungsausnahme / Sanierungskonzept der Zielgesellschaft“ (RS 5). Das RS 5 soll die Rechtssicherheit für die Marktteilnehmer erhöhen, indem es ausführt, welche Informationen die Übernahmekommission im Grundsatz benötigt, um ein Gesuch um Erteilung einer sog. Sanierungsausnahme zu beurteilen. Damit werden Gesuchsteller und Zielgesellschaft in die Lage versetzt, rechtzeitig die entsprechenden Informationen aufzubereiten, damit die Prüfung eines entsprechenden Gesuchs durch die Übernahmekommission möglichst rasch erfolgen kann.
The Swiss Takeover Board has determined that UPC Schweiz GmbH's public tender offer to the shareholders of Sunrise Communications Group AG meets the legal requirements.
In its decision 765/02 of 20 August 2020, the Swiss Takeover Board has partially approved the appeal filed by LLB Swiss Investment Ltd. against the decision 765/01 of 13 July 2020 and determined that the formally selective opting-up clause, which was voted on at the extraordinary general meeting of MCH Group Ltd. on 3 August 2020, is invalid under takeover law.
The Swiss Takeover Board has made statements with regard to an application of MCH Group AG and Lupa Systems LLC with respect to MCH Group AG.
The Swiss Takeover Board has made certain findings with regard to the non-existence of the obligation to make an offer in connection with a capital increase to be carried out by Meyer Burger Technology Ltd.
The Swiss Takeover Board has made statements regarding the buyback program of Basilea Pharmaceutica AG.
The Swiss Takeover Board has published today its activity report 2019.
The Swiss Takeover Board has determined that Parjointco Switzerland SA’s public exchange offer to the shareholders of Pargesa Holding SA meets the legal requirements.
The Swiss Takeover Board has made statements with respect to an exchange of shares of Vetropack Holding AG.
The Swiss Takeover Board has addressed preliminary questions with regard to Parjointco N.V.’s public exchange offer for all publicly held bearer shares of Pargesa Holding SA.
The Swiss Takeover Board has exempted the public buyback program of AP Alternative Portfolio Ltd. from the provisions governing public takeover offers.
The Swiss Takeover Board has rejected the appeal filed by 7-Industries Holding B.V. against the decision 745/01 of 25 October 2019.
The Swiss Takeover Board has acknowledged that the planned transfer of a shareholding in Bossard Holding AG does not trigger the duty to make a public tender offer.
The Swiss Takeover Board has determined that BFW Holding AG's public tender offer to the shareholders of BFW Liegenschaften AG meets the legal requirements.
The Swiss Takeover Board has rejected applications by Martin Haefner/BigPoint Holding AG and Liwet Holding AG for a restructuring exemption from the duty to make a tender offer in connection with the planned capital increase of Schmolz+Bickenbach AG. The Swiss Takeover Board points out that a restructuring exemption can only be granted as a last resort if other restructuring measures - i.e. those that can be implemented without a change of control - have already been taken (unsuccessfully) or appear to be unsuccessful from the outset (so-called subsidiarity of the restructuring exemption). This condition is not fulfilled in the present case, as it does not appear to be impossible from the outset that Schmolz+Bickenbach AG would be able to carry out a capital increase to an extent that would suffice for the restructuring without a change of control.
The Swiss Takeover Board has exempted the public buyback program of Castle Alternative Invest Ltd. from the provisions governing public takeover offers.
With interim decision 672/10, the Swiss Takeover Board has made statements with respect to the status of the procedure regarding the outstanding mandatory tender offer to the shareholders of SHL Telemedicine Ltd.
The Swiss Takeover Board has determined that the opting-out provision contained in Article 8 of LEM Holding SA’s articles of association is valid under Swiss takeover law.
With decision 672/08 the Swiss Takeover Board has made statements regarding a possible cash-out merger pursuant to Israeli law with respect to the fulfillment of the duty to publish a public tender offer according to its decision 672/01. With decision 672/09 the Swiss Takeover Board has made statements regarding the possible existence of an acting in concert with respect to art. 33 FMIO-FINMA and/or with respect to art. 11 TOO concerning a possible cash-out merger pursuant to Israeli law.
The Swiss Takeover Board has determined that Schweizer Kraftwerksbeteiligungs-AG 's public tender offer to the shareholders of Alpiq Holding AG meets the legal requirements.
With decision 672/06 of 2 May 2019, the TOB ruled that CR Capital Investment Management Ltd. is granted the position of a party with respect to the question of whether CR Capital Investment Management Ltd. is obliged to launch a mandatory tender offer in the sense of art. 135 para. 1 FMIA or whether CR Capital Investment Management Ltd. is acting in concert together with Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu und Kun Shen in the sense of art. 11 TOO. With decision 672/07 of 29 May 2019, the TOB ruled that the price of CHF 8.70 per share of SHL Telemedicine Ltd. for the mandatory tender offer of Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu, Kun Shen and Mengke Cai to the shareholders of SHL Telemedicine Ltd. has to be reduced in the amount of CHF 1.00 per share of SHL Telemedicine Ltd. to CHF 7.70 per share of SHL Telemedicine Ltd.
The Swiss Takeover Board has made statements regarding the handling of the employee participation programs of Panalpina Welttransport (Holding) AG in respect of the public exchange offer of DSV A/S to the shareholders of Panalpina Welttransport (Holding) AG.
The Swiss Takeover Board has stated that Duff & Phelps, LLC is suitably qualified in the sense of art. 30 al. 6 TOO to establish fairness opinions in the context of public takeover offers.
The Swiss Takeover Board has made statements concerning the public exchange offer of DSV A/S to the shareholders of Panalpina Welttransport (Holding) AG.
The Swiss Takeover Board has determined that Edmond de Rothschild Holding SA's public tender offer to the shareholders of Edmond de Rothschild (Suisse) S.A. meets the legal requirements.
On 15 October 2018, following a notification pursuant to Art. 62 of the Takeover Ordinance, the Swiss Takeover Board initiated investigations with a view to a possible violation of the Best Price Rule on the occasion of the public offer of Basler Kantonalbank to the public shareholders of Bank Cler AG. The Swiss Takeover Board has closed the investigations after no indications or indications of a violation of the Best Price Rule could be found in the course of these investigations.
The Swiss Takeover Board has exempted the public buyback program of ams AG concerning convertible bonds from the provisions governing public takeover offers.
The Swiss Takeover Board has exempted the public buyback program of AP Alternative Portfolio Ltd. from the provisions governing public takeover offers.
The Swiss Takeover Board has determined that CMA CGM S.A.'s public tender offer to the shareholders of CEVA Logistics Ltd meets the legal requirements.
The Swiss Takeover Board has granted to CMA CGM S.A. an extension of the deadline for publishing an offer prospectus until 28 January 2019.
The Swiss Takeover Board does not enter into the substance of the petitions of Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu and Kun Shen as well as of Mengke Cai of 30 November 2018 and into the petition of Mengke Cai dated 5 December 2018. These petitions are transferred to the Federal Administrative Court.
The Swiss Takeover Board has granted exemptions from the duty to make a tender offer for reorganization purposes concerning LECLANCHE SA for FINEXIS EQUITY FUND - Renewable Energy, FINEXIS EQUITY FUND - Multi Asset Strategy, FINEXIS EQUITY FUND - E Money Strategies and AM Investment S.C.A. SICAV-SIF - Liquid Assets Sub-Fund.
The Swiss Takeover Board has exempted the public buyback program of Castle Private Equity Ltd from the provisions governing public takeover offers via a decision.
The Swiss Takeover Board has exempted the public buyback program of BFW Liegenschaften AG from the provisions governing public takeover offers via a decision.
The Swiss Takeover Board has exempted the public buyback program of Sonova Holding Ltd. from the provisions governing public takeover offers via a decision.
The deadline for the publication of a mandatory public tender offer by Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu, Kun Shen and Mengke Cai to the shareholders of SHL Telemedicine Ltd. is not extended. It is stated that the mandatory public tender offer by Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu, Kun Shen and Mengke Cai has not been launched within the given deadline. All voting rights and associated rights of Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu, Kun Shen and Mengke Cai arising out of their holdings in SHL Telemedicine Ltd are suspended with immediate effect until a mandatory public tender offer is published which is authorized by the Swiss Takeover Board.
The Swiss Takeover Board has allowed Tamedia AG to defer settlement of its offer until 31 October 2018.
The Swiss Takeover Board has granted exemptions from the duty to make a tender offer for Rodolphe Saadé, Tanya Saadé Zeenny, Jacques Junior Saadé and CMA CGM S.A. concerning CEVA Logistics AG.
The Swiss Takeover Board has determined that Basler Kantonalbank's public tender offer to the shareholders of Bank Cler AG meets the legal requirements.
The Swiss Takeover Board has granted to Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu, Kun Shen and Mengke Cai an extension of the deadline for submitting a mandatory tender offer to the shareholders of SHL Telemedicine Ltd. until 31 August 2018.
The Swiss Takeover Board has published today its activity report 2017.
The Swiss Takeover Board has stated that ValueTrust Financial Advisors SE is suitably qualified in the sense of art. 30 al. 6 TOO to establish fairness opinions in the context of public takeover offers.
The Swiss Takeover Board has determined that the public buyback program of lastminute.com N.V. meets the legal requirements.
In the Commission meeting of 23 March 2018, the Swiss Takeover Board decided that whoever holds three per cent or more of the voting rights or of the participation derivatives is obliged to make notifications pursuant to art. 134 FMIA in relation with art. 2 lit. b TOO and art. 15 FMIO-FINMA.
The Swiss Takeover Board has determined that QINO Group Holding AG's public tender offer to the shareholders of QINO AG meets the legal requirements.
The Swiss Takeover Board has granted to Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd., Xiang Xu, Kun Shen and Mengke Cai an extension of the deadline for submitting a mandatory tender offer to the shareholders of SHL Telemedicine Ltd. until 30 June 2018.
The Swiss Takeover Board has stated that a formal selective opting-out is valid in respect of the takeover law.
The offer of Zug Estates Holding AG for an exchange of its registered shares of the series A with a nominal value of CHF 2.50 each into registered shares of the series B with a nominal value of CHF 25.00 each falls under the provisions and stipulations of the TOB Circular no. 1. Zug Estates Holding AG is granted various exemptions from the TOB Circular no. 1.
The Swiss Takeover Board has made a statement regarding the handling of the employee participation programs of Goldbach Group AG in respect of the public offer of Tamedia AG to the shareholders of Goldbach Group AG.
The Swiss Takeover Board has granted exemptions from the duty to make a tender offer for reorganization purposes for Christian Denizon, FINEXIS SA, FINEXIS EQUITY FUND - Renewable Energy, FINEXIS EQUITY FUND - Multi Asset Strategy, FINEXIS EQUITY FUND - E Money Strategies sub-fund and AM Investment SCA, SICAV-SIF - Liquid Assess Sub-Fund concerning LECLANCHE SA.
The Swiss Takeover Board has determined that Bell Food Group AG's public tender offer to the shareholders of Hügli Holding AG meets the legal requirements.
The Swiss Takeover Board has acknowledged that the refinancing including an enforcement of the pledged shares of SCHMOLZ+BICKENBACH LTD. does not cause an obligation to make an offer for Natixis S.A., Credit Suisse AG, ING Bank N.V., Deutsche Bank (Switzerland) Ltd., J.P. Morgan Securities Plc, UBS Switzerland AG and Liwet Holding AG concerning SCHMOLZ+BICKENBACH Ltd.
The Swiss Takeover Board has exempted the public buyback program of AP Alternative Portfolio Ltd. from the provisions governing public takeover offers.
The Swiss Takeover Board has exempted the public buyback program of Castle Private Equity Ltd from the provisions governing public takeover offers via a decision.
The Swiss Takeover Board has determined that Tamedia AG's public tender offer to the shareholders of Goldbach Group AG meets the legal requirements.
Mengke Cai, Xiang Xu, Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd. and Kun Shen are obliged to make a public tender offer for all listed shares in SHL Telemedicine Ltd. for the price of CHF 8.70 per share. They are granted a period of two months to make this public tender offer and are until then prohibited from acquiring further shares or acquisition or disposal rights relating to SHL Telemedicine Ltd. GF Fund Management Co. Ltd. and Zhuhai Hokai Medical Instruments Co. Ltd. are not obliged to make a public tender offer for all listed shares in SHL Telemedicine Ltd.
With its decision dated 22 November 2017, the Swiss Takeover Board asserted that the information about the offeror, HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd., as disclosed in the Offer Prospectus dated 20 May 2016 is partially untrue respectively incomplete.
The Swiss Takeover Board has published a procedural decision in the case SHL Telemedicine Ltd.
The Swiss Takeover Board has published a procedural decision in the case gategroup Holding AG.
The Swiss Takeover Board has published a procedural decision in the case SHL Telemedicine Ltd.
The Swiss Takeover Board has granted Highlight Finance Corp. an exemption of the duty to make an offer in the context of reorganisation purposes regarding 5EL SA.
The Swiss Takeover Board has determined that Talbot Holding AG 's public tender offer to the shareholders of ImmoMentum AG meets the legal requirements.
The Board of Directors of the Swiss Financial Market Supervisory Authority FINMA has appointed Mirjam Eggen as new member of the Swiss Takeover Board. Jean-Luc Chenaux will act as new vice-chairman of the commission. The former vice-chairwoman, Susan Emmenegger, will leave the commission by the end of August 2017 due to term limits.
New address and electronical transmission of submissions: The Swiss Takeover Board moved to Stockerstrasse 54 in 8002 Zürich. The new address and the new phone and fax numbers (see below) are immediately applicable. Besides, the Swiss Takeover Board now provides the opportunity to officially transmit electronical submissions through the platform IncaMail of the Swiss Post (www.post.ch/incamail). Swiss Takeover Board Stockerstrasse 54 8002 Zürich T: + 41 44 283 17 50 F: + 41 44 283 17 40
The Swiss Takeover Board has stated that the modification of the public takeover offer of Cardiac Monitoring Holding Company, LLC to the shareholders of LifeWatch AG and the report of the board of LifeWatch AG meet the legal requirements.
The Swiss Takeover Board has approved the extension of the offer of Cardiac Monitoring Holding Company, LLC until 31 May 2017. The offer of AEVIS VICTORIA SA is automatically extended to the same deadline.
The Swiss Takeover Board has determined, that the public mixed tender offer of BioTelemetry, Inc. launched through its daughter company Cardiac Monitoring Holding Company, LLC to the shareholders of LifeWatch AG complies with the legal provisions regarding public tender offers. Further, the agreed break fee in the amount of CHF 1'295'000 between BioTelemetry, Inc. and Cardiac Monitoring Holding Company, LLC on one side and LifeWatch AG on the other side has been ruled permissible. Lastly, an exemption was granted according to which the identity of shareholders or of groups of shareholders of BioTelemetry, Inc. and their percentage of holdings in BioTelemetry, Inc. has to be disclosed starting with the threshold of five percent instead of three percent of the voting rights.
The Swiss Takeover Board has published today its activity report 2016.
The Swiss Takeover Board has granted Cardiac Monitoring Holding Company, LLC an extension of the deadline for the publication of the offer prospectus until 25 April 2017.
The Swiss Takeover Board has decided that AEVIS VICTORIA SA has to publish a complement to its offer prospectus with the following information : (i) reference to the decision and requirement of the Swiss Takeover Board that a complement to the offer prospectus has to be published; (ii) indication that the statements made by AEVIS VICTORIA SA in para. 2 of the complement to the prospectus of 27 March 2017 must be construed as an interpretation of AEVIS VICTORIA SA; (iii) indication that LifeWatch AG contests this interpretation; (iv) quote of the exact statements made during the press conference of LifeWatch AG from 20. March 2017.
The Swiss Takeover Board determined with its today’s decision that the report of the board of directors of LifeWatch AG regarding the public tender and exchange offer of AEVIS VICTORIA SA meets the legal requirements. The Swiss Takeover Board is of the view that the assessment of the independent committee of the board of directors of LifeWatch AG regarding the conflicts of interest is admissible with view to the legal provision concerning public tender offers and that the information that is contained in its report is sufficient in order to allow the recipients of the offer to be able to make an informed decision. The Swiss Takeover Board further considered that LifeWatch AG did not violate the principle of equal treatment vis-à-vis AEVIS VICTORIA SA with respect to the access to a due diligence.
The Swiss Takeover Board has determined that the public tender offer of Basler Leben AG to the shareholders of Pax Anlage AG meets the legal requirements.
The Swiss Takeover Board has determined that the public tender and exchange offer of AEVIS VICTORIA SA to the shareholders of LifeWatch AG meets the legal requirements.
The Swiss Takeover Board has determined that Janssen Holding LLC's public tender offer to the shareholders of Actelion Ltd meets the legal requirements.
The provisions regarding public takeover offers are not applicable to the obligations of Orascom Development Holding AG resulting from the delisting of their Egyptian Depositary Receipts.
The Swiss Takeover Board has adapted its TOB Circular no. 3: Review of public takeover offers on 1 January 2017 to the revised Swiss Examination Standards 880 for the Examination of Public Takeover Offers. The changes are minor and concern only the dates in margin no. 2 of the TOB Circular no. 3.
The Swiss Takeover Board has determined that the pre-announcement of the public takeover offer of Basler Leben AG to the shareholders of Pax Anlage AG is in compliance with the legal provisions governing public takeover offers.
The Swiss Takeover Board has exempted the public buyback program of Alpine Select Ltd from the provisions governing public takeover offers via a decision.
The Takeover Board has acknowledged that the transfer of the existing shareholders pool of Vontobel Holding AG into the successor pools does not trigger an obligation to make a public takeover offer for Vontobel Foundation, Pellegrinus Holding AG, Vontrust AG, Advontes AG in its founding, including their controlling persons, and for Kathrin Kobel-Vontobel concerning Vontobel Holding AG.
The Swiss Takeover Board has accepted an extension of the postponement of the settlement of the offer until 31 December 2016.
The Swiss Takeover Board has stated that the opting out introduced in the articles of association of ACRON HELVETIA VII Immobilien AG on 15 November 2016 is valid in respect of the takeover law. Based on that, the Swiss Takeover Board has dismissed a request concerning the granting of an exception to the duty to make an offer according to Article 41 paragraph 2 letter c FMIO-FINMA.
The Swiss Takeover Board has accepted further extensions of the offer period until 28 April 2017 at the latest and made statements concerning the application of the Best Price Rule.
The Swiss Takeover Board has determined that Sempione Retail AG 's public tender offer to the shareholders of Charles Vögele Holding AG meets the legal requirements.
The Swiss Takeover Board has acknowledged that the refinancing and the enforcement of the pledged shares of Sulzer AG do not trigger the obligation to make a public takeover offer for Natixis S.A., Credit Suisse AG, J.P. Morgan Securities Plc, ING Bank N.V., Deutsche Bank (Switzerland) Ltd., Sberbank of Russia, Tiwel Holding AG and Renova Holding Limited concerning Sulzer AG. Further, the Swiss Takeover Board has granted an exemption from the obligation to make an offer to Sberbank of Russia , if the participation of Sberbank of Russia exeeds the threshold of 33 1/3 % of the voiting rights of Sulzer AG.
The Swiss Takeover Board has determined that ACRON Swiss Premium Assets AG's public tender offer to the shareholders of ACRON HELVETIA VII Immobilien AG meets the legal requirements.
The Swiss Takeover Board has ascertained the compliance with the legal requirements of the mixed public offer of AFG Arbonia-Forster-Holding Ltd. to the shareholders of Looser Holding Ltd.
The Swiss Takeover Board has made statements concerning the public takeover offer of Sempione Retail AG to the shareholders Charles Vögele Holding AG.
The Swiss Takeover Board has granted ACRON Swiss Premium Assets AG an extension of the deadline for submitting a mandatory offer to the shareholders of ACRON HELVETIA VII Immobilien AG until 10 October 2016.
The Swiss Takeover Board has made a statement regarding the handling of the employee participation programs of Syngenta AG in respect of the public offer of CNAC Saturn (NL) B.V. to the shareholders of Syngenta Ltd.
The Swiss Takeover Board has stated that Acxit Capital Partners AG is suitably qualified in the sense of art. 30 al. 6 TOO to establish fairness opinions in the context of public takeover offers.
The Swiss Takeover Board has ascertained the compliance of the public tender offer of HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd. to the shareholders of gategroup Holding Ltd with the legal requirements.
The Swiss Takeover Board has made a statement regarding the Best Price Rule concerning the public offer of Kiwi Holding IV S.à r.l. to the shareholders of Kuoni Reisen Holding AG.
The Swiss Takeover Board has published today its activity report 2015.
The Swiss Takeover Board has stated that Proventis Partners AG is suitably qualified in the sense of art. 30 al. 6 TOO to establish fairness opinions in the context of public takeover offers.
The Swiss Takeover Board has rejected the appeal filed by Kuoni und Hugentobler-Stiftung against the decision 623/01 of 25 February 2016.
The Swiss Takeover Board has ascertained the compliance of the public tender offer of CNAC Saturn (NL) B.V. to the shareholders of Syngenta AG with the legal requirements and made some statements regarding the offer period.
The Swiss Takeover Board has ascertained the compliance of the public exchange offer of Kiwi Holding IV S.à r.l. to the shareholders of Kuoni Reisen Holding AG with the legal requirements and made some statements regarding the Best Price Rule.
The Swiss Takeover Board has acknowledged that the refinancing including an enforcement of the pledged shares of SCHMOLZ+BICKENBACH LTD. does not cause an obligation to make an offer for Natixis S.A., Credit Suisse AG, J.P. Morgan Securities Plc, ING Bank N.V. and Liwet Holding AG concerning SCHMOLZ+BICKENBACH Ltd.
The Swiss Takeover Board has determined that there is no obligation of EFG Bank European Financial Group SA and/or Banco BTG Pactual S.A. to launch a public takeover offer for all registered shares of EFG International AG.
The Swiss Takeover Board has exempted the public buyback program of AP Alternative Portfolio Ltd. from the provisions governing public takeover offers.
The Swiss Takeover Board has determined that the pre-announcement of the public takeover offer of China National Chemical Corporation (or any of its direct and indirect subsidiaries) to the shareholders of Syngenta Ltd is in compliance with the provisions governing public takeover offers.
The Swiss Takeover Board (TOB) has formally adapted its TOB Circulars no. 1 to no. 3 (i.e. the TOB Circular no. 1: Buyback programs, the TOB Circular no. 2: Liquidity in the context of takeover law and the TOB Circular no. 3: Review of public takeover offers) as well as its Directive on the conflicts of interest of members and employees of the TOB to the FMIA and to the relevant ordonnances (FMIO, FMIO-FINMA) which enter into force on 1 January 2016. The adapted TOB Circulars and the revised directive are available as of today on the website of the TOB.
The Swiss Takeover Board (TOB) has adopted a new circular: the TOB Circular no. 4: Communication to Major Media. As from 1 January 2016, the offer documents do not have to be published in the newspapers anymore. However, these documents have to be communicated to a larger circle of media pursuant to art. 7 TOO. The new TOB Circular no. 4 defines the circle of major media in the sense of the said provision. In this context, the TOB draws your attention to the fact that it will again, as in earlier years, disclose the offer documents immediately after their publication, together with a reference to the date of the publication, directly on the TOB’s website (art. 7, para 4 TOO). In renunciation of the previous practice under which only a link to the offeror’s website regarding the offer was published on the TOB’s website, essentially is a consequence of the revised TOO that increases the importance of the electronic publication which creates the need to fix the publication date in a clear and explicit manner with regard to the calculation of relevant deadlines. The new TOB Circular no. 4 enters into force on 1 January 2016 and is available as of today on the website of the TOB.
The Swiss Takeover Board has determined that TDK Magnetic Field Sensor G.K.’s public tender offer to the shareholders of Micronas Semiconductor Holding AG meets the legal requirements.
The Takeover Board has ascertained that the merger between Kuros Biosurgery Holding AG and Cytos Biotechnology AG does not trigger any obligation to make a mandatory bid for Biosurgery Holding AG, Banque Pictet & Cie SA, Eckenstein-Geigy-Stiftung, Venture Incubator AG, Omega Fund IV L.P., LSP V Coöperatieve U.A., Jeffrey Hubbell, Didier Cowling and NexMed Holding AG.
The surveillance authority of public takeover offers in Switzerland, the Swiss Takeover Board (TOB), has adopted a partial amendment of the Takeover Ordinance (TOO) and of the Regulations of the Takeover Board (R-TB). These modifications were published today in the official compilation of Swiss laws. They follow two public consultations and incorporate formal modifications due to the new Financial Market Infrastructure Act (FMIA) and its ordinances (FMIO, FMIO-FINMA). Consultation papers and positions relating to the public consultation may be consulted on the website of the Takeover Board (www.takeover.ch/legaltexts/detail/id/230/lang/en). The principal material modification consists in the abolishment of the obligation to publish the offer documents in the newspapers, which is compensated by the widening of the electronic publication. The Takeover Board shall publish at a later time all the Circulars, which are also going to be adapted to the new FMIA. A new Circular will furthermore define the circle of the principal media in the sense of Art. 7 TOO. The new provisions will enter into force on 1 January 2016.
The Swiss Takeover Board has granted Tiwel Holding Ltd an exemption from the duty to make a public tender offer to the shareholders of Sulzer Ltd in connection with the transfer of shares in Sulzer Ltd who are held by Liwet Holding Ltd.
Today the TOB opens a consultation about the revision of the TOO. It is notably proposed to (i) abolish the publication of the offer documents in the newspapers and (ii) to make the publication of the statement of the board of directors optional in procedures relating to the obligation to make an offer (and similar procedures). Interested persons are invited to take part in this consultation by 18 September 2015.
The Swiss Takeover Board has determined that Tiwel Holding AG’s public tender offer to the shareholders of Sulzer AG meets the legal requirements.
The Swiss Takeover Board has stated that the intended transaction between SHL Telemedicine Ltd, Shanghai Jiuchuan Investment (Group) Co., Ltd. and Jinoran Mergers (2015) Ltd. is not a public takeover offer and granted an exception from the obligation to make an offer to Shanghai Jiuchuan Investment (Group) Co., Ltd. and Jinoran Mergers (2015) Ltd. subject to the fulfilment of certain conditions.
The Takeover Board has determined that the intended amendment to the articles of association to be resolved at the upcoming extraordinary general meeting of Schindler Holding Ltd. contravenes the Stock Exchange Act. Schindler proposes to maintain its present Opting out-clause and supplement it with an additional “customized Opting in”-clause. It would effectively require any person acquiring 50 % or more of the voting rights to make a voluntary offer at a price that may be 10 % lower than the price paid for the controlling interest. The law enables listed companies to modify some of the provisions applicable to mandatory offers (Opting up) or to waive them altogether (Opting out). It does not allow however for any other customized solution outside the legal framework. Schindler’s proposal does not fit within any of the options provided by the legislator. It would create a virtual obligation to make an offer at a threshold which the law does not provide for coupled with the potential to pay a control premium that contradicts the principle of equal treatment of shareholders. Other legal means are available to Schindler in order to mitigate the effects of its Opting out-clause.
The Swiss Takeover Board has determined that no mandatory offer would have to be made by Cosmo Pharmaceuticals S.A. to the shareholders of Cassiopea S.p.A. if, after the initial public offering of Cassiopea S.p.A., the participation of Cosmo Pharmaceuticals S.A. passes under the threshold of 50 % of the voting rights (but stays over the threshold of 33 1/3 of the voting rights) and crosses again the threshold of 50 % of the voting rights of Cassiopea S.p.A.
The Swiss Takeover Board has granted an exemption of the duty to make an offer for reorganization purposes regarding Züblin Real Estate Holding Ltd. for Lamesa Holding S.A., Lamesa Group Holding S.A., Lamesa Foundation, Lamesa Group Inc. and Victor F. Vekselberg.
In connection with the intended combination of the Kaba Group with the Dorma Group the Swiss Takeover Board has stated that both (1) a formal selective opting-out and (2) a transfer agreement (which acts as a defensive measure) are valid in respect of the takeover law.
The Takeover Board has determined that the opting out clause of Sika AG (art. 5 of the articles of association) is applicable to the acquisition of the majority of the voting rights of Sika AG by Compagnie de Saint-Gobain and that this transaction does not trigger an obligation to present a mandatory bid to the shareholders of Sika AG for Compagnie de Saint-Gobain or potential persons acting in concert with her. Furthermore, the Takeover Board dismissed an objection of William H. Gates III, Melinda French Gates (as Trustees of the Bill & Melinda Gates Foundation Trust) and Cascade Investment, L.L.C. against decision 594/01 of 5 March 2015 in the matter Sika AG.
The Swiss Takeover Board has stated that Hoffman & Co AG is suitably qualified in the sense of art. 30 par. 6 TOO to establish fairness opinions within public takeover offers.
The Swiss Takeover Board has authorised Schindler Holding AG to repurchase a daily volume greater than in Art. 55b paragraph 1 letter c of SESTO in the current repurchase program.
The Swiss Takeover Board has exempted the public buyback program of Actelion Ltd from the provisions governing public takeover offers for a maximum volume of 10’000’000 registered shares corresponding to 8.76% of the capital and the voting rights.
The Takeover Board has determined that the opting up clause of LECLANCHE SA (art. 5 of the articles of association) is valid.
The Takeover Board has extended the deadline set in the decision 594/01 of March 5, 2015 for the publication of the Board of directors' statement in the newspapers until March 13, 2015 to Sika Ltd.
The Takeover Board has determined that the opting out clause of Sika (art. 5 of the articles of association) is valid and that in the case of an abrogation of the opting out art. 22 para. 3 SESTA and the practice of the Takeover Board regarding the introduction of an opting out after a listing is not applicable.
The Swiss Takeover Board has granted exemptions of the duty to make an offer for reorganization purposes regarding Leclanché SA for Precept Fund Management SPC, Oakridge Global Energy Solutions Inc., Venice Investments Group Corp., Ridas Aktiengesellschaft, PMServices Aktiengesellschaft, Foundation Prinz Michael, Precept Investment Management Limited, Stephen Barbier, Bruellan Corporate Governance Action Fund, Bruellan SA, Bruellan Holding SA, Antoine Spillmann, Jean-Paul Tissières, Hansruedi Spillmann, Christine Moyersoen-Bégault, Recharge ApS, Wacam Investment ApS, Scott Campbell Macaw, Stephen Macaw, Nora Trading Limited and Robert Aron Robertsson.
The TOB conducted between August 4, 2014 and 12 September 2014 a consultation about the revision of Art. 6b TOO (Publication in newspapers) and Art. 44 TOO (Publication of interim result). The statements received contained numerous criticism and some counter-proposals. The TOB will take into account these comments on the occasion of the next revision of the Takeover Ordinance which will be necessary as a result of the enactment of the Financial Market Infrastructure Act (FMIA).
The Swiss Takeover Board has decided not to apply the provisions of the Swiss takeover law to a right of withdrawal, which is attributable to the shareholders of Cosmo Pharmaceuticals SpA as a result of a transfer of registered office according to Italian law.
The Swiss Takeover Board has ascertained the compliance with the legal requirements of the combined transaction, consisting of a public takeover offer of 4T SA and a public share repurchase offer of Advanced Digital Broadcast Holdings SA to the shareholders of Advanced Digital Broadcast Holdings SA.
20 October 2014: The Swiss Takeover Board has determined that the public offer of KUKA Aktiengesellschaft to the shareholders of Swisslog Holding AG meets the legal requirements under the condition that the offer prospectus is completed.
The Swiss Takeover Board has ascertained the compliance of the public exchange offer of UBS Group AG to the shareholders of UBS AG with the purpose to establish a holding company structure with the legal requirements and made some statements regarding the notification of transactions.
The Swiss Takeover Board has stated that the public exchange offer of Danaher Corporation to the shareholders of Nobel Biocare Holding AG meets the legal requirements and Danaher Corporation was granted an exemption from article 19 para. 1 lit. b of the Swiss Takeover Ordinance: the identity of the shareholders or groups of shareholders of Danaher Corporation and the percentage of their participation has to be disclosed only once the threshold of 5% of the voting rights is exceeded.
The Takeover Board has declared with two decisions that some aspects of the public exchange offer of UBS Group AG to the shareholders of UBS AG with the purpose to establish a holding company structure meet the legal requirements.
The Swiss Takeover Board has stated that the transfer of the Feintool International Holding AG shares held by Artemis Beteiligungen III AG to Artemis Beteiligungen I AG does not trigger a mandatory offer for Michael Pieper, Centinox Holding AG und Artemis Holding AG and has granted Artemis Beteiligungen I AG an exemption from the obligation to make an offer.
The Swiss Takeover Board has ascertained the compliance with the legal requirements of the mixed public offer of Helvetia Holding AG to the shareholders of Swiss National Insurance Company Ltd.
The TOB opens today a consultation about the revision of Art. 6b TOO (Publication in newspapers) and Art. 44 TOO (Publication of interim result). Interested parties are invited to take part in this consultation by 12 September 2014.
The Swiss Takeover Board has determined that the public offer of Swisscom AG to the shareholders of PubliGroupe SA meets the legal requirements under the condition that the offer prospectus is corrected.
The Swiss Takeover Board simplifies the information that must be published when an offer or a prospectus is amended. It is not required anymore that the auditor’s report is reproduced in the publication itself; the offeror can indicate in his publication that the amendment has been verified and provide the Internet address where the audit report is accessible. The revised TOB-Circular No. 3 is applicable from 1 July 2014.
The Swiss Takeover Board has stated that the public exchange offer of Novavest Real Estate AG to the shareholders of Pretium AG meets the legal requirements.
The Swiss Takeover Board has determined that the public offer of Tamedia AG to the shareholders of PubliGroupe S.A. meets the legal requirements under the condition that the offer prospectus is corrected. She also determined the schedule of the competing offers.
The Swiss Takeover Board has stated that the planned termination of a shareholder agreement does not not give rise to an obligation for Ammann Holding AG or other persons to make an offer relating to Mikron Holding AG.
The Swiss Takeover Board has stated that the public takeover offer of Greentec AG to the shareholders of WM Technologie AG meets the legal requirements.
The Swiss Takeover Board has stated that Kepler Corporate Finance SA is in the sense of art. 30 par. 6 TOO suitably qualified to prepare fairness opinions through public takeover offers.
The Swiss Takeover Board has exempted the public buyback program of Walter Meier AG from the provisions governing public takeover offers for a maximum volume of 2'426'856 own shares.
The Takeover Board obliged AEVIS Holding SA, in an amendment to its electronic publication of 13 February 2014 that has to occur by 13 February 2014, 16:00, to refer to the withdrawal right of the recipients of the offer for both offers. The Newspaper publication planned on 14 February 2014 has also to be amended accordingly.
The Swiss Takeover Board extended the offer period by 10 trading days from the publication in Newspapers of AEVIS Holding SA’s amendments of the prospectus and obliged AEVIS Holding SA and Swiss Private Hotels AG to publish the extension of the offer period in an amended prospectus including the revised schedule and the reference to the withdrawal right of the recipients of the offer. Should AEVIS Holding AG as planned publish its amendment of the prospectus in the electronic medias on 12 February 2014, would the obligation to publish the extension of the offer period (including the revised schedule and the reference to the withdrawal right of the recipients of the offer), as presently ordered, already apply to this publication. The Board of Victoria-Jungfrau Collection AG is obliged to publish a new report relating to the increased offer of AEVIS Holding SA no later than the eighth trading day following the electronic publication of AEVIS Holding SA’s increased offer.
The Swiss Takeover Board has stated that the modification of the public takeover offer of AEVIS Holding SA to the shareholders of Victoria-Jungfrau Collection AG and the report of the board of Victoria-Jungfrau Collection AG meets the legal requirements.
The Takeover Board has stated that Victoria-Jungfrau Collection AG is obliged to publish an interim report by 23 January 2014 and that AEVIS Holding AG and Swiss Private Hotel AG may amend their offers by 27 January 2014 (before the start of trading on the stock exchange).
The Swiss Takeover Board has stated that the planned distribution of Loeb Holding’s shares held by Fralo Holding AG as dividend in kind as well as further acquisitions of Nicole Loeb and Ellan Holding AG do not give rise to an obligation to make an offer relating to Loeb Holding AG. An interim crossing of the threshold percentage 33 1/3 % (above or below) of the voting rights are reserved
The Swiss Takeover Board obliges Victoria-Jungfrau Collection AG to publish an adjusted fairness opinion.
The Swiss Takeover Board has stated that the public takeover offer of Walter Fust to the shareholders of Tornos Holding SA meets the legal requirements.
The Swiss Takeover Board has stated that the public takeover offer of AEVIS Holding SA to the shareholders of Victoria- Jungfrau Collection AG meets the legal requirements.
The Swiss Takeover Board allows Schindler Holding AG to suspend the current buyback program at the market price in order to execute a buyback program at fixed price subject to certain conditions and obligations.
The Swiss Takeover Board ruled that the public takeover offer of Alpine Select AG to the shareholders of Absolute Invest AG meets the legal requirements.
The Swiss Takeover Board has stated that International Minerals Corporation is subject to Swiss public takeover law. The Swiss Takeover Board also stated that the intended transaction between International Minerals Corporation and Hochschild Mining plc is not a public takeover and granted an exception from the obligation to make an offer to Hochschild Mining plc.
The Swiss Takeover Board has stated that the public takeover offer of Pharma Strategy Partners GmbH to the shareholders of Acino Holding AG meets the legal requirements.
The Swiss Takeover Board has ascertained that the public takeover offer of SES Holding SA to the shareholders of Società Elettrica Sopracenerina SA meets the legal requirements.
The Swiss Takeover Board has rejected a request of Gebuka AG to amend the offer prospectus of Venetos Holding AG.
The Swiss Takeover Board has granted exemptions of the duty to make an offer for reorganization purposes regarding LECLANCHE SA for Precept Fund Management SPC, Precept Investment Management Limited, Stephen Barber, Jeffrey Flood, Venice Investments Group Corp., RIDAS AKTIENGESELLSCHAFT, PMServices Aktiengesellschaft and Foundation Prinz Michael as well as for Bruellan Corporate Governance Action Fund, Bruellan SA and Bruellan Holding SA.
Because of the absence of a legitimate interest, the Swiss Takeover Board has not judged an application from Schmolz + Bickenbach GmbH & Co. KG, S+B Beteiligungs GmbH & Co. KG, Schmolz + Bickenbach Beteiligungs GmbH, Schmolz + Bickenbach Stahlcenter AG, SCHMOLZ + BICKENBACH Holding AG and SCHMOLZ + BICKENBACH Finanz AG regarding the absence of an obligation to make an offer to the shareholders of Schmolz + Bickenbach AG.
The Takeover Board has, with regard to the upcoming mandatory offer of SES Holding SA to the shareholder of Società Elettrica Sopracenerina SA, decided various questions in advance related to the minimum price, best price rule, acting in concert and language of the offer documents.
The Swiss Takeover Board has determined that the public offer of Venetos Holding AG to the shareholders of Schmolz + Bickenbach AG meets the legal requirements under the condition that the offer prospectus is modified.
The Swiss Takeover Board has authorised Castle Alternative Invest AG to repurchase a daily volume greater than in Art. 55b paragraph 1 letter c of SESTO in the current repurchase program.
The Swiss Takeover Board has acknowledged that the refinancing including an enforcement of the pledged shares does not cause an obligation to make an offer for Natixis S.A., Credit Suisse AG, J.P. Morgan Securities Plc, Société Générale, ING Bank N.V. and Liwet Holding AG concerning Sulzer AG and OC Oerlikon Corporation AG.
On 27 June 2013, the Swiss Takeover Board has modified the Circular n° 1 from 7 March 2013 about Buyback Programmes. As principal innovation, the modalities of the publication of transactions on the website of the offeror are now defined and the obligation to declare these transactions to the Takeover Board was abrogated (margin no 27 to 30). Furthermore, the calculation of the daily volume limit of Art. 55b para. 1 let. c SESTO was precised (margin no 23a) and the regime of the confirmations of the offeror and the bank or securities dealer appointed to conduct the buyback programme was modified (margin no 20, 24 to 26).
The Swiss Takeover Board has ascertained that Mountain Partners AG and Mountain Capital Management AG as a group or each individually do not have an obligation to make a public takeover offer to the shareholders of Logan Capital AG (validity of an opting out clause).
The Swiss Takeover Board has denied to grant exemptions of the duty to make an offer regarding Schmolz + Bickenbach AG for Schmolz + Bickenbach GmbH & Co. KG, Schmolz + Bickenbach Beteiligungs GmbH & Co. KG, Schmolz + Bickenbach Beteiligungs GmbH, Schmolz + Bickenbach Stahlcenter AG, Schmolz + Bickenbach Holding AG, Schmolz + Bickenbach Finanz AG and Venetos Holding AG.
The Swiss Takeover Board has acknowledged that the public buyback program of 20 April 2010 by Transocean Ltd. has to be terminated on 20 April 2013 after a three-year period. Transocean Ltd. has received exceptions for the new public buyback program of 24 May 2013 concerning the buyback volume and market abuse rules relating buybacks on the New York Stock Exchange (NYSE).
The Swiss Takeover Board has exempted the public buyback program of Castle Private Equity SA from the provisions governing public takeover offers for a maximum volume of 5‘835‘915 registered shares.
The Swiss Takeover Board has acknowledged that the transfer of the holding of 33.7 % of the voting rights of Repower SA from Axpo Trading AG to Axpo Holding AG does not cause an obligation to make a offer.
The Takeover Board has ascertained that the opting out clause adopted by the general meeting of Perfect Holding SA on 27 April 2007 is not valid.
The Swiss Takeover Board has ascertained the compliance with the legal requirements of the combined transaction, consisting of a public takeover offer of Forty Plus Ltd. and a public share repurchase offer of Fortimo Group Ltd. to the shareholders of Fortimo Group Ltd.
The surveillance authority of public takeover offers in Switzerland, the Swiss Takeover Board (TOB), has published a partial amendment of the Takover Ordinance (TOO) today. It has also amended TOB Circular No. 1 about Buyback Programmes and abrogated TOB Circular No. 4. These modifications are available on www.takeover.ch, together with an explanatory report (in French and German).Documentation about the TOODocumentation about the TOB Circular No. 1
The Swiss Takeover Board has acknowledged in the context of the planned increase of the share capital of Bossard Holding AG the absence of a duty to make an offer for Bossard Holding AG, Kolin Holding AG, Bossard Unternehmensstiftung and Zürcher Kantonalbank.
The Swiss Takeover Board has acknowledged that the buyback program of Absolute Invest AG (transaction-no 505), notifed on 8th March 2012 and terminated on 11th October 2012, has not met the provisions of takeover law. A possible new buyback program of Absolute Invest AG will be exempted only with certain conditions.
The Swiss Takeover Board has ascertained that the offer price of CHF 86.00 of Aquamit B.V.’s public takeover offer from 2 June 2009 to the shareholders of Quadrant AG met the legal requirements concerning the minimum price.
The Swiss Takeover Board has acknowledged that the planned public buyback program(s) of PubliGroupe S.A. until 30th April 2013 can be exempted with a maximum of 375’905 own registered shares.
The Swiss Takeover Board has granted an exemption from the obligation to make an offer to the Canton of Graubünden and Axpo Trading AG (as a group and each individual), for the acquisition of the investment of 24.6% of the voting rights in Repower AG on half from Alpiq AG (transition structure). Furthermore the Swiss Takeover Board refused to examine the request of Canton of Graubünden and Axpo Trading AG to get an exemption from the obligation to offer when they will be selling a portion of their investment of Repower AG at a later date to an unknown investor (target structure).
The Takeover Board has ascertained that the opting out clause adopted by the general meeting of Advanced Digital Broadcast Holdings SA on 15 June 2012 is not valid.
The Swiss Takeover Board has ascertained the compliance of the public offer of JSH S.A. to the shareholders of Bank Sarasin & Cie AG with the legal requirements and published the decision of 22 December 2011, which ascertained that the best price rule is not applicable to certain transactions of Bank Sarasin & Cie Ltd.
The Swiss Takeover Board has published today its directive of 14th June 2012 regarding the conflicts of interest by members and employees of the Board. More
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding BT&T Timelife AG and Alpha PetroVision Holding AG for Walter Meier, ACEPS Holding AG, BT&T Asset Management AG and BT&T Gruppe Holding AG.
The Swiss Takeover Board has ascertained that Binder Corporate Finance AG is in the sense of art. 30 par. 6 TOO suitably qualified to prepare fairness opinions through public takeover offers.
The TOB opens today a consultation about the equality of treatment in exchange tender offers. Interested parties are invited to take part in this consultation by 28 May 2012.
The Swiss Takeover Board has published today its activity report 2011.
The Swiss Takeover Board has ascertained that Lazard GmbH is in the sense of art. 30 par. 6 TOO suitably qualified to prepare fairness opinions through public takeover offers.
The Swiss Takeover Board has granted exemptions of the duty to make an offer for reorganization purposes regarding Cytos Biotechnology AG for venBio Global Strategic Fund L.P., Amgen Investments Ltd., Abingworth Bioventures V L.P., Abingworth Bioequities Master Fund Limited and Aisling Capital III, LP.
The Swiss Takeover Board has ascertained the compliance of the public offer of Toyota Industries Corporation to the shareholders of Uster Technologies SA with the legal requirements.
The Swiss Takeover Board has ascertained that IFBC AG is in the sense of art. 30 par. 6 TOO suitably qualified to prepare fairness opinions through public takeover offers.
The Swiss Takeover Board has extended the period to publish the offer prospectus of Toyota Industries Corporation to the shareholders of Uster Technologies AG until 31 January 2012.
The Takeover Board has allowed GAM Holding Ltd. to transfer to the separate trading line a maximum of 4,000,000 own registered shares which were bought on the regular trading line, this volume being deducted from the volume of the repurchase program published on 9 May 2011 (41'326'151 registered shares).
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding Art & Fragrance SA for Silvio Denz.
The Swiss Takeover Board has exempted the modification of the public buyback program of Logitech International SA from the provisions governing public takeover offers via a decision.
28 November 2011: According to the media release of 25 November 2011, issued by Rabobank, Safra Group and Bank Sarasin & Cie AG, Safra Group committed to the purchase of 68% of the voting rights of Bank Sarasin & Cie AG from Rabobank. The closing of the transaction is subject to approval and clearance by the competent authorities in Switzerland and abroad. The media release also informs that, “in accordance with Swiss law, the closing of the transaction will give rise to a duty to make a mandatory public offer to minority shareholders”. In this context, several questions were asked of the Takeover Board. Therefore, the Takeover Board would like to point out the following: 1) It is only with the closing of the transaction (not the conclusion of the contract) that Safra Group will acquire more than 33 1/3% of the voting rights of Bank Sarasin & Cie AG and will therefore be obliged to launch an offer. This offer must be launched no later than two months after the closing of the transaction. 2) The calculation of the minimum price will take place at the moment of the publication of the mandatory offer, or at the moment of a possible pre-announcement. The minimum price must be at least the volume-weighted average price of all on-exchange transactions executed during the sixty trading days (VWAP) prior to publication of the offer or the pre- announcement and shall not be lower than 25 percent of the highest price paid by the offeror for equity securities of the offeree company in the preceding twelve months.
The Swiss Takeover Board has ascertained that Swiss Capital Alternative Investments AG (together with Swiss Capital Corporate Finance AG), Kepler Capital Markets SA und Mazars Coresa SA are independent and qualified to prepare the additional audit operations in accordance with the decision B-5272/2009 of the Supreme Administrative Court from 30th november 2010. Aquamit B.V. was given a deadline to mandate a reviewing entity.
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding Absolute Private Equity AG for HarbourVest Acquisition GmbH and Luxinva S.A.
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding LEM Holding SA for Werner O. Weber and Ulrich Wampfler.
The Swiss Takeover Board has ascertained that Swiss Capital Corporate Finance AG is in the sense of art. 30 par. 6 TOO suitably qualified to prepare fairness opinions through public takeover offers.
The Swiss Takeover Board has ascertained the compliance of the public offer of BKW AG to the shareholders of BKW FMB Energie AG with the legal requirements. In three other decisions published today and concerning this public offer, the Swiss Takeover Board has granted exceptions and ruled several applications for assessment.
The Swiss Takeover Board has ascertained the compliance of the public offer of Highlight Communications AG to the shareholders of Escor Casinos & Entertainment AG with the legal requirements.
The Swiss Takeover Board prolonges the cooling-off period of the partial public offer of ACP Acquisition GmbH to the shareholders of Absolute Private Equity AG until 20th September 2011. ACP Acquisition GmbH has the right to withdraw his partial public offer until 20th September 2011 if the offer of HarbourVest Acquistion GmbH to the shareholders of Absolute Private Equity AG has been implemented.
FINMA Takeover Committee found the appeal against TOB decision 410/03 regarding "Quadrant AG" groundless in sofar as admissible.
The Swiss Takeover Board has ascertained that the partial public offer of ACP Acquisition GmbH to the shareholders of Absolute Private Equity Ltd is not a competing offer to the offer of HarbourVest Acquistion GmbH. Furthermore it has been acertained that the offer of ACP Acquisition GmbH meets the legal requirements if the supplement of the offer prospectus is published until 5th August 2011. HarbourVest Acquisition GmbH has to publish a supplement of the offer prospectus until 5th August 2011 with the announcement of the extention of the offer period until 10th August 2011.
The Swiss Takeover Board prolonges the offer period of the public offer of HarbourVest Acquisition GmbH to the shareholders of Absolute Private Equity AG for the time being until 3rd august 2011.
The Swiss Takeover Board has ascertained that the increase in the offer price and the Break Fee by the offeror of 14th July 2011 in the public takeover offer of HarbourVest Acquisition GmbH to the shareholders of Absolute Private Equity Ltd meets the legal requirements. Moreover, the Swiss Takeover Board requires a supplement of the report of the Board of Directors.
The Swiss Takeover Board has ascertained that Skandinaviska Enskilda Banken AB Frankfurt Branch is qualified and independent to prepare the additional audit operations in accordance with the decision B-5272/2009 of the Supreme Administrative Court from 30th november 2010.
The Swiss Takeover Board has ascertained that Leonardo & Co. AG is in the sense of art. 30 par. 6 TOO suitably qualified to prepare fairness opinions through public takeover offers.
The Swiss Takeover Board has exempted the public buyback program of shaPE Capital AG from the provisions governing public takeover offers via a decision.
The Swiss Takeover Board has ascertained the compliance of the public offer of HarbourVest Acquisition GmbH to the shareholders of Absolute Private Equity Ltd with the legal requirements.
The Swiss Takeover Board has published today its activity report 2010
The Swiss Takeover Board has ascertained the compliance of the public offer of Lamunière SA to the shareholders of Edipresse SA with the legal requirements.
Following the decision of the FINMA of 6th April 2011, the Swiss Takeover Board has ascertained the compliance of the amendment to the offer prospectus of M.R.S.I. Medical Research, Services & Investments S.A. and of the amendment to the report of the board of directors of Genolier Swiss Medical Network SA (the Fairness Opinion and the statement of BDO AG inclusive) with the legal requirements. The offer period will stay open for 10 trading days following the publication of these documents.
The Swiss Takeover Board has ascertained the compliance of the mixed public offer of NIBE Industrier AB to the shareholders of Schulthess Group AG with the legal requirements.
The Swiss Takeover Board has exempted the public buyback program of GAM Holding AG from the provisions governing public takeover offers via a decision.
With its decision on 6 April 2011, the FINMA Takeover Committee partly accepted the appeals made by two qualified shareholders, Michael Schroeder and Alain Fabarez, against the Swiss Takeover Board decision 468/03 of 10 March 2011. As a result, Genolier Swiss Medical Network Ltd is to engage an independent third party to provide a fairness opinion on the takeover bid made by M.R.S.I. Medical Research Services & Investments Ltd.
The Swiss Takeover Board has ascertained the compliance of the public offer of Swiss Re AG to the shareholders of Schweizerische Rückversicherungs-Gesellschaft AG with the legal requirements.
The Swiss Takeover Board prolonged the acceptance period of the public offer of M.R.S.I. Medical Research, Services & Investments S.A.to the shareholders of Genolier Swiss Medical Network SA until a later decision.
The Swiss Takeover Board obliges the offeror under the appeal proceeding to publish an adjusted evaluation report of the review body. For the rest the decision 468/01 is confirmed.
The Swiss Takeover Board prolonges the cooling-off period of the public offer of M.R.S.I. Medical Research, Services & Investments S.A.to the shareholders of Genolier Swiss Medical Network SA until 11th March 2011.
The Swiss Takeover Board states that the Report of the board of directors of the offeree company of Feintool International Holding AG to the public offer of Artemis Beteiligungen III AG meets the legal requirements, except the indications related to the shareholders, which was demanded an extention. The Swiss Takeover Board refused incidentally the application of the rule "put up or shut up" of art. 53 TOO based on the public declarations of Fritz Bösch.
The Takeover Board has declared that some aspects of the intended public exchange offer of Swiss Re AG to the shareholders of Schweizerische Rückversicherungs-Gesellschaft with the purpose to establish a holding company structure meet the legal requirements.
The Swiss Takeover Board has determined that the public offer of M.R.S.I. Medical Research, Services & Investments S.A. to the shareholders of Genolier Swiss Medical Network SA meets the legal requirements.
The Swiss Takeover Board has determined that the public offer of Artemis Beteiligungen III AG to the shareholders of Feintool International Holding AG meets the legal requirements.
The Swiss Takeover Board is proposing to abolish the so-called control premium in the case of company takeovers. The State Secretariat for International Financial Matters (SIF) will examine whether this matter should be incorporated into the revision of the Stock Exchange Act currently under way.
The Swiss Takeover Board has determined that the public offer of Werner Dubach to the shareholders of Datacolor AG meets the legal requirements.
The Swiss Takeover Board has determined that the public offer of 3M (Schweiz) AG to the shareholders of Winterthur Technologie AG meets the legal requirements.
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The Takeover Board has declared that Basilea Pharmaceutica AG's offer to its employees to change their stock option agreements is not a public takeover offer.
The Takeover Board has declared that neither a possible repurchase of Transocean Inc.‘s convertible notes at the option of the holders nor a redemption of such notes at the option of Transocean Inc.'s, both under terms and conditions applicable to the convertible notes, is a public repurchase offer. It was furthermore declared what calculation basis can be used in case of a submission by Transocean Inc. of a public repurchase offer to calculate the thresholds pursuant the Takeover Board Circular No. 1 regarding buyback programs.
The Swiss Takeover Board has exempted the public buyback program of Actelion Ltd, Allschwil, from the provisions governing public takeover offers via a decision
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding SCHMOLZ + BICKENBACH AG for Schmolz + Bickenbach KG, SCHMOLZ + BICKENBACH Finanz AG, SCHMOLZ + BICKENBACH Holding AG, Schmolz + Bickenbach Beteiligungs GmbH, S + B Beteiligungs GmbH & Co KG, Schmolz + Bickenbach Stahlcenter AG, Gebuka AG and Gerold Büttiker and granted exemptions of the duty to make an offer.
The Swiss Takeover Board has published today instructions for the reporting of transactions during a buyback programme as well as the revised form for the declaration of these transactions.
The Swiss Takeover Board has exempted the public buyback program of Edipresse SA, Lausanne, from the provisions governing public takeover offers via a decision.
The Swiss Takeover Board has determined that the public offer of Credit Suisse Group AG to the shareholders of Neue Aargauer Bank AG meets the legal requirements.
The Swiss Takeover Board has determined that the public offer of Adobe Systems Benelux B.V. to the shareholders of Day Software Holding Inc meets the legal requirements.
The Swiss Takeover Board has determined that neither Michael Schröder nor Katrin Reincke-Schröder acted in concert with Alain Fabarez, Lincoln Vale European Partners Master Fund L.P. and Jaime Rosell on the occasion of the general assembly of 9 June 2010 of Genolier Swiss Medical Network SA.
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding Advanced Digital Broadcast Holdings SA for the shareholder group composed of Andrew Rybicki, Maria Rybicki, Katherine Rybicki-Justo, Sofia Justo, John Justo, Chen Yun "Jessica" Lu, Krzysztof Bilinski, Pierre-Alain Nicati, François Pogodalla, Alessandro Brenna, Tina Nyfors, Thomas Steinmann, 4T SA and Gesualdo Ltd.
A working group consisting of the Swiss Takeover Board, the SIX Swiss Exchange and the FINMA has developed an auction model that aims to replace the separate trading line used for buyback programmes. From 22 March until 16 April 2010, the Swiss Takeover Board carried out a public consultation that was addressed to interested parties. From today, the results of this consultation can be retrieved at http://www.takeover.ch/legaltexts/detail/id/186/lang/en . The project regarding the revision of the separate trading line for buyback programmes will be carried on by the FINMA as the leading authority, in collaboration with the Swiss Takeover Board. At a later date, the FINMA will inform about the further proceedings.
The Swiss Takeover Board has adopted its TOB Circular No. 3 "Examination of Public Takeover Offers" on 25th June 2010.
The Swiss Takeover Board has granted an exemption to K-S Anlage AG from the duty to make an offer to the shareholders of Mach Hitech AG.
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding COS Computer Systems AG for Johannes Hubertus Jozef Maria Kelders.
The Swiss Takeover Board has published today its form for the declaration of transactions during a buyback programme.
The Swiss Takeover Board has, in the context of the current buyback, granted an exemption to HBM BioVentures AG regarding blackout periods.
26 May 2010: With decision dated 26 February 2010, the Takeover Board has revised the scale of fees in Art. 69 TOO, which was approved by the Swiss Financial Market Authority on 22 April 2010. This modification was published today in the Official Compilation of Federal Legislation and enters into force on 1 June 2010.
The Swiss Takeover Board has published today its activity report 2009
The Swiss Takeover Board has exempted the public buyback program of Transocean Ltd., Zug, from the provisions governing public takeover offers via a decision.
The Swiss Takeover Board has published "TOB Circular No. 1 : Buyback programmes", dated 26 February 2010, and has opened a consultation about the revision of the separate trading line. The TOB has also unified the nomenclature of its publications.
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding CI Com SA for Alain Dumenil and Dual Holding SA.
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer for Rainer-Marc Frey, Herbert Item, Thomas Schmidheiny, SE Swiss Equities AG, Sigamed AG and Camellia Holding AG regarding Siegfried Holding AG. Moreover, an exemption from such a duty has been granted to Rainer-Marc Frey.
The Swiss Takeover Board has published today its TOB-Circular No. 2: Liquidity in the context of Takeover Law, together with an information letter and an expert report.
The Swiss Takeover Board has acknowledged that Swiss Prime Site meets the Best Price Rule by acquiring options which refere to shares of Jelmoli in a squeeze out or otherwise to a certain price in exchange for shares of Swiss Prime Site or for cash payment.
The Swiss Takeover Board has determined that the public offer of BURU Holding AG to the shareholders of Cham Paper Group Inc meets the legal requirements.
On 18 November 2009, Cosmo Pharmaceuticals S.p.A., Milan, Italy, published the preannouncement of a public tender offer for all publicly held registered shares of BioXell S.p.A., Milan, Italy. BioXell S.p.A. is an Italian company listed on the SIX Swiss Exchange. In its preannouncement, Cosmo Pharmaceuticals S.p.A. states that the Swiss provisions regarding public tender offers are not applicable. However, it declares that it will voluntarily submit to the material provisions of this law. The Swiss Takeover Board confirms that, according to Art. 22 of the Federal Act on Stock Exchanges and Securities Trading (SESTA), the offer of Cosmo Pharmaceuticals S.p.A. is not to be submitted to the Swiss rules in substance. Therefore, it will not verify the conformity of this offer to the Swiss rules and will not issue a decision regarding this matter.
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding Thurella AG for Zürcher Kantonalbank, Thurgauer Kantonalbank, Reichmuth & Co., NERBAG, Mr. Markus Eberle and Baryon AG.
16 November 2009 - The Swiss Takeover Board has granted an exemption for Credit Suisse from the duty to make an offer to the shareholders of Implenia AG. Furthermore the Swiss Takeover Board stated that Credit Suisse is not forming a group with the Laxey-Group or with the purchasers of the Implenia-stake. The Swiss Takeover Board also has acknowledged the absence of a duty to make an offer for the purchasers, if none of them exceeds the threshold of 33 1/3% of the voting rights of Implenia AG.
The Swiss Takeover Board has acknowledged the absence of a duty to make an offer regarding Arpida AG for Sunstone Life Science Ventures Fund I KlS, Symbion Capital I a/s, Aravis General Partner Limited, Novartis Bioventures Limited, Astellas Venture Capital LLC and Dansk Innovations-investering P/S.
The Swiss Takeover Board has determined that the public offer of Pelham Investements AG to the shareholders of Athris Holding AG meets the legal requirements.
Today the Swiss Institute of Certified Accountants and Tax Consultants has published the draft of a new Swiss Auditing Standard on the examination of Public Takeover Offers (draft-AS) 880 for public consultation. The draft of the AS 880 is currently available in German and French on the website of the Swiss Institute of Certified Accountants and Tax Consultants (www.treuhand-kammer.ch) under the heading „Publikationen und Downloads/Wirtschaftsprüfung/ Prüfungsstandards".
The Swiss Takeover Board has determined that the public offer of Canon Europa N.V. to the shareholders of Canon (Switzerland) Ltd. meets the legal requirements.
The Swiss Takeover Board has ascertained that the amended offer of Swiss Prime Site AG to the shareholders of Jelmoli Holding AG, which was published today, respects the legal requirements.
The Swiss Takeover Board has exempted the public buyback offer of Petroplus Finance Ltd, Hamilton, Bermuda, for the 3.375% convertible bonds 2008 - 2013 on conditions from the provisions governing public takeover offers.
The Swiss Takeover Board has ascertained the compliance of the public offer of Mobimo Holding AG to the shareholders of LO holding Lausanne-Ouchy S.A. and to the shareholders of JJM Participations SA with the legal requirements.
7 September 2009 - The Swiss Takeover Board has exempted the public buyback program of HBM BioVentures AG from the provisions governing public takeover offers.
3 September 2009 - The Takeover Board has issued a decision regarding the Best Price Rule.
19 August 2009 - The Takeover Board has decided that the exchange ratio for JJM Participations-shares (aka "NewCo" in the pre-announcement of 23 July 2009) offered in the pre-announcement published by Mobimo Holding AG does not comply with the principle of equal treatment and must be substituted by a provision conforming with the law of public takeovers.
25 July 2009 - The Swiss Takeover Board has acknowledged the absence of a duty to make an offer, respectively granted an exemption from such a duty for the controlling shareholders of EFG International AG, Zurich.
14 July 2009 - The Swiss Takeover Board has ascertained the compliance of the offer of Swiss Prime Site AG related to all publicly held registered shares of Jelmoli Holding AG with the legal requirements.
9 July 2009 - The Swiss Takeover Board has published the following decision in the offer of Vontobel Beteiligungen AG related to all publicly held registered shares of BB Medtech AG regarding the Offering Prospectus and the Report of the Board of Directors.
6 July 2009 - The Swiss Takeover Board has received 19 statements during the period of consultation on the revision of the Communication n° 1. These statements have been published today on its website.
24 June 2009 - The Swiss Takeover Board has determined that the public offer of Swiss Automotive Group AG to the shareholders of Métraux Services SA meets the legal requirements
16 June 2009 - The Swiss Takeover Board has rejected the appeal filed by Sarasin Investmentfonds AG against the decision 410/01 of 29 May 2009 and confirmed the compliance of the offer of Aquamit B.V. with the legal requirements.
4 June 2009 - The Swiss Takeover Board has exempted the public buyback program of shaPE Capital AG from the provisions governing public takeover offers.
3rd June 2009 - The Swiss Takeover Board examined the evaluation of the Harwanne shares and decided that the price offered by MMA (CHF 3.45) respects the takeover regulations. She ended the cooling-off period and appointed the 4th June 2009 as the first day of the acceptance period.
2 June 2009 - The Swiss Takeover Board has determined that the public offer of Aquamit B.V. to the shareholders of Quadrant AG meets the legal requirements.
Medienmitteilung vom 19. Mai 2009
28th April 2009 : The Swiss Takeover Board opens a period of consultation on the revision of the Communication n° 1 on the equity security purchases. Interested parties can send their statement until 7th June 2009 to the Swiss Takeover Board.
23 April 2009 - The Swiss Takeover Board has granted an exemption from the duty to make an offer, respectively acknowledged the absence of such a duty for the majority shareholders of Zwahlen & Mayr SA.
17 April 2009. - The Takeover Board has amended the form of Communication No. 1 ("Regarding Equity Security Repurchases") and Communication No. 2 ("On the concept of liquidity") in accordance with the new law, which came into force on 1 January 2009. No amendment to the content was involved.The Takeover Board has also rescinded without replacement Communication No. 3 ("Cancellation of outstanding equity securities after a public takeover offer"). There was no longer any need for this Communication.
Verfügung 408/01 vom 2. April 2009. Öffentliches Rückkaufprogramm - Gesuch um Freistellung von der Anwendung der Bestimmungen über die öffentlichen Kaufangebote.
The FINMA Takeover Committee dismissed the appeal of MMA Vie SA against the decision 403/02 of the Takeover Board dated 16 March 2009. As a result, MMA Vie SA must provide the Takeover Board by 15 April 2009 with an evaluation of the securities which are object of the bid.
Ergänzung des Verwaltungsratsberichts
Verfügung 403/04 in Sachen Harwanne Compagnie de participations industrielles et financières SA vom 2. April 2009
Verfügung 403/05 in Sachen Harwanne Compagnie de participations industrielles et financières SA vom 2. April 2009
Decision 403/03 re Harwanne Compagnie de participations industrielles et financières SA from march, 30 2009
Verfügung in Sachen Hammer Retex Holding AG vom 17. März 2009
Voranmeldung
Verwaltungsratsbericht
Decision re Harwanne Compagnie de participations industrielles et financières SA from march, 16 2009
Verfügung in Sachen Ciba Holding AG vom 11. März 2009
Decision Art & Fragrance SA from march, 6 2009
Empfehlungen in Sachen Athris Holding AG vom 26. September 2008 und 18. November 2008
Decision Zurich Financial Services from february, 27 2009
Decision Harwanne Compagnie de participations industrielles et financières SA from February 17, 2009
Decision Schweizerische Rückversicherungs-Gesellschaft AG from February 17, 2009
Decision Esmertec AG from february 10, 2009
Decision sia Abrasives Holding AG from February 11, 2009
Voranmeldung eines öffentlichen Übernahmeangebots
Verfügung in Sachen Speedel Holding AG vom 20. Januar 2009
Recommendation Orascom Development Holding AG from december 3, 2008
Recommendation Helvetia Holding AG from december 11, 2008