Latest Decisions in Takeover Matters
Decision 711/01 dated 20 December 2018 in the matter of CEVA Logistics AG
In its decision 711/01, dated 20 December 2018, in the matter of CEVA Logistics AG, 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.
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Decision 672/05 dated 18 December 2018 in the matter of SHL Telemedicine Ltd.
In its decision 672/05, dated 18 December 2018, in the matter of SHL Telemedicine Ltd., the Swiss Takeover Board has decided to neither 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 nor of the petition of Mengke Cai dated 5 December 2018. These petitions are transferred to the Federal Administrative Court.
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Decision 709/01 dated 27 November 2018 in the matter of Leclanché SA
In its decision 709/01, dated 27 November 2018, in the matter of Leclanché SA, 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.
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Decision 710/01 dated 24 October 2018 in the matter of Castle Private Equity AG
In its decision 710/01, dated 24 October 2018, in the matter of Castle Private Equity AG, the Swiss Takeover Board has exempted the public buyback program of Castle Private Equity AG from the provisions governing public takeover offers.
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Decision 707/01 dated 28 September 2018 in the matter of BFW Liegenschaften AG
In its decision 707/01, dated 28 September 2018, in the matter of BFW Liegenschaften AG, the Swiss Takeover Board has exempted the public buyback program of BFW Liegenschaften AG from the provisions governing public takeover offers.
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Decision 706/01 dated 24 September 2018 in the matter of Sonova Holding AG
In its decision 706/01, dated 24 September 2018, in the matter of Sonova Holding Ltd., the Swiss Takeover Board has exempted the public buyback program of Sonova Holding Ltd. from the provisions governing public takeover offers.
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Decision 672/04 dated 1 September 2018 in the matter of SHL Telemedicine Ltd.
In its decision 672/04, dated 1 September 2018, in the matter of SHL Telemedicine Ltd., the Swiss Takeover Board has not extended 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. and held 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.
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Decision 703/01 dated 9 August 2018 in the matter of CEVA Logistics AG
In its decision 703/01, dated 9 August 2018, in the matter of CEVA Logistics AG, 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.
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Decision 678/03 dated 10 August 2018 in the matter of Goldbach Group AG
In its decision 678/03, dated 10 August 2018, in the matter of Goldbach Group AG, the Swiss Takeover Board has allowed Tamedia AG to defer settlement of its offer until 31 October 2018.
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Decision 699/01 dated 31 July 2018 in the matter of Bank Cler AG
In its decision 699/01, dated 31 July 2018, in the matter of Bank Cler AG, the Swiss Takeover Board held that Basler Kantonalbank's public tender offer to the shareholders of Bank Cler AG meets the legal requirements.
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Decision 672/03 dated 27 June 2018 in the matter of SHL Telemedicine Ltd.
In its decision 672/03, dated 27 June 2018, in the matter of SHL Telemedicine Ltd., 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.
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Decision 690/01 dated 2 May 2018 in the matter of ValueTrust Financial Advisors SE
In its decision 690/01, dated 2 May 2018, in the matter of ValueTrust Financial Advisors SE, the Swiss Takeover Board held 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.
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Decision 682/01 dated 9 April 2018 in the matter of lastminute.com N.V.
In its decision 682/01, dated 9 April 2018, in the matter of lastminute.com N.V., the Swiss Takeover Board held that the public buyback program of lastminute.com N.V. meets the legal requirements.
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Decision 685/01 dated 27 March 2018 in the matter of QINO AG
In its decision 685/01, dated 27 March 2018, in the matter of QINO AG, the Swiss Takeover Board held that QINO Group Holding AG's public takeover offer to the shareholders of QINO AG meets the legal requirements.
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Decision 672/01 dated 21 March 2018 in the matter of SHL Telemedicine Ltd.
In its decision 672/01, dated 21 March 2018, in the matter of SHL Telemedicine Ltd., 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.
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Decision 686/01 dated 20 March 2018 in the matter of Addex Therapeutics Ltd
In its decision 686/01, dated 20 March 2018, in the matter of Addex Therapeutics Ltd, the Swiss Takeover Board held that a formal selective opting-out is valid in respect of the takeover law.
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Decision 684/01 dated 7 March 2018 in the matter of Zug Estates Holding AG
In its decision 684/01, dated 7 March 2018, in the matter of Zug Estates Holding AG, the Swiss Takeover Board held that Zug Estates Holding AG's offer 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.
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Decision 678/02 dated 28 February 2018 in the matter of Goldbach Group AG
In its decision 678/02, dated 28 February 2018, in the matter of Goldbach Group AG, 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.
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Decision 681/01 dated 22 February 2018 in the matter of Leclanché SA
In its decision 681/01, dated 22 February 2018, in the matter of Leclanché SA, 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.
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Decision 679/01 dated 23 February 2018 in the matter of Hügli Holding AG
In its decision 679/01, dated 23 February 2018, in the matter of Hügli Holding AG, the Swiss Takeover Board held that Bell Food Group AG's public takeover offer to the shareholders of Hügli Holding AG meets the legal requirements.
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Decision 683/01 dated 20 February 2018 in the matter of SCHMOLZ+BICKENBACH Ltd.
In its decision 683/01, dated 20 February 2018, in the matter of SCHMOLZ+BICKENBACH Ltd., the Swiss Takeover Board held 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.
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Decision 680/01 dated 31 January 2018 in the matter of AP Alternative Portfolio Ltd.
In its decision 680/01 dated 31 January 2018, 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.
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Decision 673/01 dated 2 October 2017 in the matter of Castle Private Equity Ltd
In its decision 673/01, dated 2 October 2017, in the matter of Castle Private Equity Ltd, the Swiss Takeover Board has exempted the public buyback program of Castle Private Equity Ltd from the provisions governing public takeover offers.
Click here to view the decision 673/01.
Decision 678/01 dated 1 February 2018 in the matter of Goldbach Group AG
In its decision 678/01, dated 1 February 2018, in the matter of Goldbach Group AG, the Swiss Takeover Board held that Tamedia AG's public takeover offer to the shareholders of Goldbach Group AG meets the legal requirements.
Click here to view the decision 678/01.
Decision 672/01 dated 26 January 2018 in the matter of SHL Telemedicine Ltd.
In its decision 672/01, dated 26 January 2018, in the matter of SHL Telemedicine Ltd., the Swiss Takeover Board held that Mengke Cai, Xiang Xu, Himalaya (Cayman Islands) TMT Fund, Himalaya Asset Management Ltd. and Kun Shenmuss shall be obliged to launch, within two months, a public takeover offer for all listed shares in SHL Telemedicine Ltd. for the price of CHF 8.70 per share. GF Fund Management Co. Ltd. and Zhuhai Hokai Medical Instruments Co. Ltd. are exempted from such an obligation.
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* Decision not yet included in the Case Law Commentary on takeoverpractice.ch.