Latest Decisions in Takeover Matters
Decision 647/01 dated 28 November 2016 in the matter of Alpine Select Ltd
In its decision 647/01, dated 28 November 2016, in the matter of Alpine Select Ltd, the Swiss Takeover Board has exempted the public buyback program of Alpine Select Ltd from the provisions governing public takeover offers.
Click here to view the decision 647/01.
Decision 645/01 dated 18 November 2016 in the matter of Vontobel Holding Ltd
In its decision 645/01, dated 18 November 2016, in the matter of Vontobel Holding Ltd, the Swiss Takeover Board held that the transfer of the existing shareholders' pool of Vontobel Holding Ltd into the respective successor pools does not trigger an obligation for Vontobel Foundation, Pellegrinus Holding AG, Vontrust AG, Advontes AG in formation, including their controlling persons, and for Kathrin Kobel-Vontobel to make a public takeover offer to the shareholders of Vontobel Holding Ltd.
Click here to view the decision 645/01.
Decision 630/02 dated 18 November 2016 in the matter of gategroup Holding Ltd
In its decision 630/02, dated 18 November 2016, in the matter of gategroup Holding Ltd, the Swiss Takeover Board has accepted an extension of the postponement of the settlement of the public takeover offer of HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd. to the shareholders of gategroup Holding Ltd until 31 December 2016.
Click here to view the decision 630/02.
Decision 646/01 dated 17 November 2016 in the matter of ACRON HELVETIA VII Immobilien AG
In its decision 646/01, dated 17 November 2016, in the matter of ACRON HELVETIA VII Immobilien AG, the Swiss Takeover Board held that the opting out clause introduced into ACRON HELVETIA VII Immobilien AG's articles of association on 15 November 2016 is from a takeover law perspective valid. Accordingly, the intended transactions do not trigger a duty to make a takeover offer concerning ACRON HELVETIA VII and the Swiss Takeover Board has dismissed a request concerning the granting of an exception from the duty to make a takeover offer according to Article 41 paragraph 2 letter c FMIO-FINMA.
Click here to view the decision 646/01.
Decision 624/04 dated 31 October 2016 in the matter of Syngenta Ltd
In its decision 624/04, dated 31 October 2016, in the matter of Syngenta Ltd, the Swiss Takeover Board has accepted further extensions of the offer period until 28 April 2017 and made certain statements concerning the application of the Best Price Rule.
Click here to view the decision 624/04.
Decision 638/03 dated 18 October 2016 in the matter of Charles Vögele Holding Ltd
In its decision 638/03, dated 18 October 2016, in the matter of Charles Vögele Holding Ltd, the Swiss Takeover Board held that the public takeover offer of Sempione Retail Ltd to the shareholders of Charles Vögele Holding Ltd complies with the statutory provisions on public takeover offers.
Click here to view the decision 638/03.
Decision 637/02 dated 7 October 2016 in the matter of ACRON HELVETIA VII Immobilien AG
In its decision 637/02, dated 7 October 2016, in the matter of ACRON HELVETIA VII Immobilien AG, the Swiss Takeover Board held that the public takeover offer of ACRON Swiss Premium Assets AG to the shareholders of ACRON HELVETIA VII Immobilien AG complies with the statutory provisions on public takeover offers.
Click here to view the decision 637/02.
Decision 639/01 dated 28 September 2016 in the matter of Looser Holding AG
In its decision 639/01, dated 28 September 2016, in the matter of Looser Holding AG, the Swiss Takeover Board held that the mixed (cash and shares) public takeover offer of AFG Arbonia-Forster-Holding AG to the shareholders of Looser Holding AG complies with the statutory provisions on public takeover offers.
Click here to view the decision 639/01.
Decision 638/02 dated 16 September 2016 in the matter of Charles Vögele Holding Ltd
In its decision 638/02, dated 16 September 2016, in the matter of Charles Vögele Holding Ltd, the Swiss Takeover Board held that Aspen Trust Services Limited (being the trustee of the Elarof Trust) did not act in concert with the offeror Sempione Retail Ltd until 16 March 2016 and that, therefore, the minimum price rule shall not apply to any acquisition of shares of Charles Vögele Holding Ltd by Aspen before that time.
Click here to view the decision 638/02.
Click here to view the decision 638/01.
Decision 624/03 dated 29 April 2016 in the matter Syngenta Ltd
In its decision 624/03, dated 29 April 2016, in the matter of Syngenta Ltd, the Swiss Takeover Board has granted an exception from the principle of equal treatment, including Best Price Rule, with regard to the handling of the employee participation programs of Syngenta Ltd in connection with the public takeover offer of CNAC Saturn (NL) B.V.
Click here to view the decision 624/03
Decision 632/01 dated 19 May 2016 in the matter of Acxit Capital Partners Ltd
In its decision 632/01, dated 19 May 2016, in the matter of Acxit Capital Partners Ltd, the Swiss Takeover Board held that Acxit Capital Partners Ltd is suitably qualified in the sense of art. 30 al. 6 TOO to render fairness opinions in the context of public takeover offers.
Click here to view the decision 632/01.
Decision 630/01 dated 19 May 2016 in the gategroup Holding Ltd
In its decision 630/01, dated 19 May 2016, in the matter of gategroup Holding Ltd, the Swiss Takeover Board declared that the public takeover offer of HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd. to the shareholders of gategroup Holding Ltd complies with the statutory provisions on public takeover offers.
Click here to view the decision 630/01
Decision 623/03 dated 2 May 2016 in the matter of Kuoni Travel Holding Ltd
In its decision 623/03, dated 2 May 2016, in the matter of Kuoni Travel Holding Ltd, the Swiss Takeover Board ruled on specific aspects of the Best Price Rule regarding the public takeover offer of Kiwi Holding IV Sàrl to the shareholders of Kuoni Travel Holding Ltd.
Click here to view the decision 623/03.
Decision 628/01 dated 23 March 2016 in the matter of Proventis Partners AG
In its decision 628/01, dated 23 March 2016, in the matter of Proventis Partners AG, the Swiss Takeover Board held that Proventis Partners AG is suitably qualified in the sense of art. 30 al. 6 TOO to render fairness opinions in the context of public takeover offers.
Click here to view the decision 628/01.
Decision 623/02 dated 30 March 2016 in the matter of Kuoni Travel Holding Ltd
In its decision 623/02, dated 30 March 2016, in the matter of Kuoni Travel Holding Ltd, the Swiss Takeover Board has rejected the appeal filed by Kuoni und Hugentobler-Stiftung against the decision 623/01 of 25 February 2016.
Click here to view the decision 623/02.
Decision 624/02 dated 7 March 2016 in the matter Syngenta Ltd
In its decision 624/02, dated 7 March 2016, in the matter of Syngenta Ltd, the Swiss Takeover Board held that the public takeover offer of CNAC Saturn (NL) B.V. to the shareholders of Syngenta Ltd complies with the statutory provisions on public takeover offers and furthermore made certain statements regarding the offer period.
Click here to view the decision 624/02.
Decision 623/01 dated 25 February 2015 in the matter of Kuoni Travel Holding Ltd.
In its decision 623/01, dated 25 February 2016, in the matter of Kuoni Travel Holding Ltd, the Swiss Takeover Board declared that the public takeover offer of Kiwi Holding IV Sàrl to the shareholders of Kuoni Travel Holding Ltd complies with the legal requirements on public takeover offers and ruled on the specific application of the Best Price Rule.
Click here to view the decision 623/01.
Decision 626/01 dated 23 February 2016 in the matter of Schmolz+Bickenbach Ltd.
In its decision 626/01, dated 23 February 2016, in the matter of SCHMOLZ+BICKENBACH Ltd., the Swiss Takeover Board has acknowledged that the refinancing including an enforcement of the pledged shares of SCHMOLZ+BICKENBACH Ltd. does not trigger an obligation for Natixis S.A., Credit Suisse AG, J.P. Morgan Securities Plc, ING Bank N.V. and Liwet Holding AG to make a public takeover offer to the shareholders of SCHMOLZ+BICKENBACH Ltd.
Click here to view the decision 626/01.
Decision 627/01 dated 22 February 2016 in the matter of EFG International AG
In its decision 627/01, dated 22 February 2016, in the matter of EFG International AG, the Swiss Takeover Board declared 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.
Click here to view the decision 627/01.
Decision 622/01 dated 3 February 2016 in the matter AP Alternative Portfolio Ltd
In its decision 622/01, dated 3 February 2016, in the matter of AP Alternative Portfolio Ltd, the Swiss Takeover Board has exempted the public buyback program of AP Alternative Portfolio Ltd from the provisions governing public takeover offers.
Click here to view the decision 622/01.
Decision 624/01 dated 2 February 2016 in the matter of Syngenta Ltd.
In its decision 624/01, dated 2 February 2016, in the matter of Syngenta Ltd, the Swiss Takeover Board declared 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. complies with the statutory provisions on public takeover offers.
Click here to view the decision 624/01.
* Decision not yet included in the Case Law Commentary on takeoverpractice.ch.