Latest Decisions in Takeover Matters
Decision 587/01 dated 23 December 2014 in the matter of LECLANCHÉ SA
In its decision 587/01, dated 23 December 2014, in the matter of LECLANCHÉ SA, the Swiss Takeover Board granted, individually and as a group, an exemption of the duty to make a public takeover 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.
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Decision FINMA dated 13 November 2014 in the matter of Swisslog Holding Ltd
In the context of the current takeover offer of KUKA Aktiengesellschaft for all the outstanding registered shares of Swisslog Holding Ltd, the Swiss Takeover Board decided (decision 580/01 of 16 October 2014) that Grenzebach Maschinenbau GmbH and SWOCTEM GmbH and their controlling individuals and corporations as well as individuals and corporations controlled by them are, with regard to the tender offer, acting in concert with KUKA Aktiengesellschaft as of 25 September 2014. Grenzebach Maschinenbau GmbH and SWOCTEM GmbH separately challenged the Swiss Takeover Board's decision 580/01 with regard to this finding. With decision dated 13 November 2014 the FINMA takeover committee approved the appeals.
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Decision 582/01 dated 7 November 2014 in the matter of Cosmo Pharmaceuticals SpA
In its decision 582/01, dated 7 November 2014, in the matter of Cosmo Pharmaceuticals SpA, the Swiss Takeover Board decided to not apply the Swiss takeover law provisions to an exit right which, according to Italian law, is attributable to the shareholders of Cosmo Pharmaceuticals SpA as a result of a change of its registered office.
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Decision 584/01 dated 3 November 2014 in the matter of Advanced Digital Broadcast Holdings SA
In its decision 584/01, dated 3 November 2014, in the matter of Advanced Digital Broadcast Holdings SA, the Swiss Takeover Board held that the combined transaction consisting of a public takeover offer of 4T SA and a public share buyback offer of Advanced Digital Broadcast Holdings SA to the shareholders of Advanced Digital Broadcast Holdings SA complies with the statutory provisions on public takeover offers.
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Decision 580/01 dated 16 October 2014 in the matter of Swisslog Holding Ltd
In its decision 580/01, dated 16 October 2014, in the matter of Swisslog Holding Ltd, the Swiss Takeover Board declared that the public takeover offer of KUKA Aktiengesellschaft to the shareholders of Swisslog Holding Ltd complies with the statutory provisions on public takeover offers subject to the condition that KUKA Aktiengesellschaft will include the names of certain persons acting in concert with it in the offer prospectus.
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Decision 572/03 dated 3 October 2014 in the matter of UBS Inc.
In its decision 572/03, dated 3 October 2014, in the matter of UBS Inc., the Swiss Takeover Board declared that the public takeover offer of UBS Group Inc. to the shareholders of UBS Inc. with the purpose of establishing a holding company structure complies with the statutory provisions on public takeover offers. Further, the Swiss Takeover Board made several statements in relation to the scope of the notification obligations regarding transactions of UBS Group Inc. pursuant articles 38 et seq. of the Takeover Ordinance.
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Decision 576/01 dated 29 September 2014 in the matter of Nobel Biocare Holding Ltd
In its decision 576/01, dated 29 September 2014, in the matter of Nobel Biocare Holding Ltd, the Swiss Takeover Board held that the public takeover offer of Danaher Corporation to the shareholders of Nobel Biocare Holding Ltd complies with the statutory provisions on public takeover offers. Further, as an exemption the Swiss Takeover Board accepted that Danaher Corporation only lists shareholders or groups of shareholders and their participation in the offer prospectus whose shareholdings exceed 5% of the voting rights (instead of 3%).
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Decisions 572/01 dated 30 June 2014 and 572/02 dated 22 August 2014 in the matter of UBS Inc.
In its decisions 572/01, dated 30 June 2014, and 572/02, dated 22 August 2014, in the matter of UBS Inc., the Swiss Takeover Board declared that the public exchange offer of UBS Group Inc. to the shareholders of UBS Inc. with the purpose of establishing a holding company structure complies with the statutory provisions on public takeover offers in respect of those certain aspects submitted to the TOB for examination.
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Decision 579/01 dated 24 September 2014 in the matter of Feintool International Holding AG
In its decision 579/01, dated 24 September 2014, in the matter of Feintool International Holding AG, the Swiss Takeover Board held that a restructuring on the level of the shareholders of Feintool International Holding AG (transfer of the shares held by Artemis Beteiligungen III AG to Artemis Beteiligungen I AG) does not trigger the mandatory takeover offer obligation for the shareholders Michael Pieper, Centinox Holding AG or Artemis Holding AG. Further, Artemis Beteiligungen I AG was granted an exemption from the obligation to make a takeover offer in relation to the said restructuring through which it will exceed the threshold for the mandatory takeover offer obligation.
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Decision 573/01 dated 8 August 2014 in the matter of Swiss National Insurance Company Ltd
In its decision 573/01, dated 8 August 2014, in the matter of Swiss National Insurance Company Ltd, the Swiss Takeover Board confirmed that the mixed public offer (purchase and exchange offer) of Helvetia Holding Ltd to the shareholders of Swiss National Insurance Company Ltd complies with the statutory provisions on public takeover offers.
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Decision FINMA dated 3 July 2014 in the matter of PubliGroupe Ltd
In the context of the current takeover offer of Tamedia Ltd to the shareholders of PubliGroupe Ltd, the Swiss Takeover Board held in its decision 562/01, dated 11 June 2014, that the takeover offer of Tamedia Ltd meets the legal requirements, under the condition that certain points in the offer prospectus will be corrected. Tamedia Ltd had challenged this decision of the Swiss Takeover Board, in particular with regard to a condition that the Swiss Takeover Board considered not to be permissible. On 3 July 2014, the FINMA Takeover Committee dismissed the appeal of Tamedia Ltd insofar as it had not already become redundant.
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Decision 562/02 dated 3 July 2014 in the matter of PubliGroupe Ltd
In its decision 562/02, dated 3 July 2014, in the matter of PubliGroupe Ltd, the Swiss Takeover Board held that the public offer of Swisscom Ltd to the shareholders of PubliGroupe Ltd meets the legal requirements under the condition that certain points in the offer prospectus will be corrected.
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Decision 569/01 dated 24 June 2014 in the matter of Pretium AG
In its decision 569/01, dated 24 June 2014, in the matter of Pretium AG, the Swiss Takeover Board confirmed that the public exchange offer of Novavest Real Estate AG to the shareholders of Pretium AG complies with the statutory provisions on public takeover offers.
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Decision 562/01 dated 11 June 2014 in the matter of PubliGroupe Ltd
In its decision 562/01, dated 11 June 2014, in the matter of PubliGroupe Ltd, the Swiss Takeover Board held that the public offer of Tamedia Ltd to the shareholders of PubliGroupe Ltd meets the legal requirements under the condition that certain points in the offer prospectus will be corrected. Further, the Takeover Board specified the schedule of the competing offers of Tamedia Ltd and Swisscom Ltd.
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Decision 560/01 dated 11 April 2014 in the matter of Mikron Holding Ltd.
In its decision 560/01, dated 11 April 2014, in the matter of Mikron Holding Ltd., the Swiss Takeover Board held that the planned termination of the shareholders' agreement among the Mikron shareholders (i) Ammann Group Holding AG (41.63%), (ii) Mr Rudolf Maag (14.05%), (iii) Tegula AG (10.54%), (iv) Allgemeine Personalfürsorge-Stiftung der Maschinenfabrik Rieter AG (3.51%) and (v) CIMA Corporate Investment Management Affentranger Holding Ltd (0.7%) does not give rise to an obligation for Ammann Holding AG and other (related) persons to launch a takeover offer for Mikron Holding Ltd.
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Decision 556/02 dated 24 February 2014 in the matter of WM Technology Ltd
In its decision 556/02, dated 24 February 2014, in the matter of WM Technology Ltd, the Swiss Takeover Board declared that, as an exception, takeover law shall also be applicable if a public takeover offer refers to non-listed shares of a newly incorporated company that is a spin-off from a listed company and that the public takeover offer of Greentec AG to the shareholders of WM Technology Ltd complies with the statutory provisions on public takeover offers.
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Decision 558/01 dated 18 March 2014 in the matter of Kepler Corporate Finance SA
In its decision 558/01, dated 26 March 2014, in the matter of Kepler Corporate Finance Ltd, the Swiss Takeover Board declared that Kepler Corporate Finance Ltd is qualified, in the sense of art. 30 para. 6 TOO, to prepare fairness opinions in the context of public takeover offers.
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Decision 556/01 dated 24 February 2014 in the matter of Walter Meier AG
In its decision 556/01, dated 24 February 2014, in the matter of Walter Meier Ltd., the Swiss Takeover Board exempted the public buyback program of Walter Meier AG from the provisions on public takeover offers for a maximum volume of 2,426,856 shares (i.e. a maximum volume of 25% of the share capital and votes which, in total, also exceeds 20% of the free float).
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Decision 550/08 dated 13 February 2014 in the matter of Victoria-Jungfrau Collection AG
In its decision 550/08, dated 13 February 2014, in the matter of Victoria-Jungfrau Collection AG, the Swiss Takeover Board ordered AEVIS Holding SA to publish an amendment to its electronic publication of 13 February 2014 that has to occur by 13 February 2014, 4:00 pm, and make reference 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.
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Decision 550/07 dated 11 February 2014 in the matter of Victoria-Jungfrau Collection AG
In its decision 550/07, dated 11 February 2014, in the matter of Victoria-Jungfrau Collection AG, the Swiss Takeover Board ordered an extension of the offer period for both competing public takeover offers to the shareholders of Victoria-Jungfrau Collection AG by 10 days from the publication of the amendments by AEVIS Holding SA in the newspapers. Further, the Takeover Board requested AEVIS Holding SA and Swiss Private Hotels AG to publish the extension of the offer period, including the revised schedule and a reference to the right of the recipients to the offer to withdraw a previous tender of their shares, in an amendment to their offer prospect. The Swiss Takeover Board also held that, for AEVIS Holding SA, the obligation to publish the extension of the offer period as ordered by the Swiss Takeover Board (including revised schedule and reference to the withdrawal right of the recipients of the offer) already applies to the publication of the amendment of AEVIS Holding SA's offer prospectus in the electronic media as planned for 12 February 2014, should this publication go ahead. Finally, the Swiss Takeover Board held that the board of directors of Victoria-Jungfrau Collection AG is to publish a new report with regard to the increased offer price of AEVIS Holding SA no later than the eighth trading day following the electronic publication of AEVIS Holding SA’s increased offer.
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Decision 550/06 dated 28 January 2014 in the matter of Victoria-Jungfrau Collection AG
In its decision 550/06, dated 28 January 2014, in the matter of Victoria-Jungfrau Collection AG, the Swiss Takeover Board confirmed that the modification of the public takeover offer of AEVIS Holding SA and the report of the board of directors of Victoria-Jungfrau Collection AG comply with the applicable statutory provisions.
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Decision 550/04 dated 13 January 2014 in the matter of Victoria-Jungfrau Collection AG
In its decision 550/04, dated 13 January 2014, in the matter of Victoria-Jungfrau Collection AG, the Swiss Takeover Board held that the public takeover offer of Swiss Private Hotel AG to the shareholders of Victoria-Jungfrau Collection AG meets the legal requirements, subject to the amendment of certain statements made in the offer prospectus.
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Decision 550/03 dated 8. January 2014 in the matter of Victoria-Jungfrau Collection AG
In its decision 550/03, dated 8 January 2014, in the matter of Victoria-Jungfrau Collection AG, the Swiss Takeover Board held that the target company Victoria-Jungfrau Collection AG is obliged to publish current interim financial statements by 23 January 2014, despite its shares having been delisted in the meantime. The Swiss Takeover Board further decided that the two competing bidders, AEVIS Holding SA and Swiss Private Hotel AG, may amend their offers accordingly until 27 January 2014.
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* Decision not yet included in the Case Law Commentary on takeoverpractice.ch.