Latest Decisions in Takeover Matters
Decision 751/01 dated 10 December 2019 in the matter of Bossard Holding AG
In its decision 751/01, dated 10 December 2019, in the matter of Bossard Holding AG, the Swiss Takeover Board has determined that the planned transfer of a shareholding in Bossard Holding AG does not trigger the duty to make a public tender offer.
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Decision of FINMA dated 6 December 2019 in the matter of Schmolz+Bickenbach AG
In its decision dated 6 December 2019,FINMA’s Takeover and State Liability Committee has ruled, that the requirements for a restructuring exemption are met and has therefore partially approved the appeals against decision 750/01, dated 22 November 2019, in the matter of Schmolz+Bickenbach AG. Martin Haefner/BigPoint Holding AG is granted an exemption from the duty to make an offer in connection with the implementation of the capital reduction and simultaneous capital increase of Schmolz+Bickenbach AG agreed to at the extraordinary general meeting held on 2 December 2019 (Art. 136 para. 1 let. e FMIA).
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Decision 752/01 dated 28 November 2019 in the matter of BFW Liegenschaften AG
In its decision 752/01, dated 28 November 2019, in the matter of BFW Liegenschaften AG, 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.
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Decision 750/01 dated 22 November 2019 in the matter of Schmolz+Bickenbach AG
In its decision 750/01, dated 22 November 2019, in the matter of Schmolz+Bickenbach AG, 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 pointed 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.
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Interim decision 672/10 dated 5 November 2019 in the matter of SHL Telemedicine Ltd.
In its interim decision 672/10, dated 5 November 2019, in the matter of SHL Telemedicine Ltd., 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.
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Decision 748/01 dated 5 November 2019 in the matter of Castle Alternative Invest AG
In its decision 748/01, dated 5 November 2019, in the matter of Castle Alternative Invest AG, the Swiss Takeover Board has exempted the public buyback program of Castle Alternative Invest Ltd. from the provisions governing public takeover offers.
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Decision 745/01 dated 25 October 2019 in the matter of LEM Holding SA
In its decision 745/01, dated 25 October 2019, in the matter of LEM Holding SA, 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.
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Decision 741/01 dated 6 September 2019 in the matter of Groupe Baumgartner Holding SA
In its decision 741/01, dated 6 September 2019, in the matter of Groupe Baumgartner Holding SA, the Swiss Takeover Board has determined that Behr Bircher Cellpack BBC AG's public tender offer to the shareholders of Groupe Baumgartner Holding SA meets the legal requirements.
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Decision 737/01 dated 28 June 2019 in the matter of Greenhill & Co. Europe LLP
In its decision 737/01, dated 28 June 2019, in the matter of Greenhill & Co. Europe LLP, the Swiss Takeover Board has stated that Greenhill & Co. Europe LLP 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 672/08 dated 11 July 2019 in the matter of SHL Telemedicine Ltd.
In its decision 672/08 dated 11 July 2019, in the matter of SHL Telemedicine Ltd., 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.
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Decision 672/09 dated 11 July 2019 in the matter of SHL Telemedicine Ltd.
In its decision 672/09, dated 11 July 2019, in the matter of SHL Telemedicine Ltd., 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.
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Decision 730/02 dated 9 July 2019 in the matter of Alpiq Holding AG
In its decision 730/02, dated 9 July 2019, in the matter of Alpiq Holding AG, 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.
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Decision 672/07 dated 29 May 2019 in the matter of SHL Telemedicine Ltd.
In its decision 672/07, dated 29 May 2019, in the matter of SHL Telemedicine Ltd., the Swiss Takeover Board held that the offer price of 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. in the amount of CHF 8.70 per share of SHL Telemedicine Ltd. has to be reduced in the amount of CHF 1.00 per share to CHF 7.70 per share of SHL Telemedicine Ltd.
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Decision 672/06 dated 2 May 2019 in the matter of SHL Telemedicine Ltd.
In its decision 672/06, dated 2 May 2019, in the matter of SHL Telemedicine Ltd., the Swiss Takeover Board held 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.
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Decision 730/01 dated 28 May 2019 in the matter of Alpiq Holding AG
In its decision 730/01, dated 28 May 2019, in the matter of Alpiq Holding AG, the Swiss Takeover Board has issued statements concerning the application of the Best Price Rule.
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Decision 726/03 dated 28 May 2019 in the matter of Panalpina Welttransport (Holding) AG
In its decision 726/03, dated 28 May 2019, in the matter of Panalpina Welttransport (Holding) AG, the Swiss Takeover Board has issued statements regarding the handling of the employee participation programs of Panalpina Welttransport (Holding) AG in the context of the public exchange offer of DSV A/S to the shareholders of Panalpina Welttransport (Holding) AG.
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Decision 726/02 dated 10 May 2019 in the matter of Panalpina Welttransport (Holding) AG
In its decision 726/02, dated 10 May 2019, in the matter of Panalpina Welttransport (Holding) AG, the Swiss Takeover Board held that the public exchange offer of DSV A/S to the shareholders of Panalpina Welttransport (Holding) AG meets the legal requirements.
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Decision 725/01 dated 17 April 2019 in the matter of Duff & Phelps, LLC
In its decision 725/01, dated 17 April 2019, in the matter of Duff & Phelps, LLC, the Swiss Takeover Board held 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.
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Decision 726/01 dated 29 April 2019 in the matter of Panalpina Welttransport (Holding) AG
In its decision 726/01, dated 29 April 2019, in the matter of Panalpina Welttransport (Holding) AG, the Swiss Takeover Board has issued statements concerning the public exchange offer of DSV A/S to the shareholders of Panalpina Welttransport (Holding) AG.
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Decision 724/01 dated 17 April 2019 in the matter of Edmond de Rothschild (Suisse) S.A.
In its decision 724/01, dated 17 April 2019, in the matter of Edmond de Rothschild (Suisse) S.A., the Swiss Takeover Board held that Edmond de Rothschild Holding SA's public tender offer to the shareholders of Edmond de Rothschild (Suisse) S.A. meets the legal requirements.
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Bank Cler AG: Termination of investigations concerning a possible violation of the Best Price Rule
On 15 October 2018, following a notification pursuant to Art. 62 of the Takeover Ordinance, the Swiss Takeover Board initiated investigations relating to a possible violation of the Best Price Rule in the context of the public offer of Basler Kantonalbank to the public shareholders of Bank Cler AG. The Swiss Takeover Board has closed the investigations as no indications of a violation of the Best Price Rule could be found.
Click here for further information on the transaction 0699.
Decision 721/01 dated 4 March 2019 in the matter of ams AG
In its decision 721/01, dated 4 March 2019, in the matter of ams AG, the Swiss Takeover Board has exempted the public buyback program of ams AG concerning convertible bonds from the provisions governing public takeover offers.
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Decision 719/01 dated 4 February 2019 in the matter of AP Alternative Portfolio Ltd.
In its decision 719/01 dated 4 February 2019, in the matter of AP Alternative Portfolio Ltd., the Swiss Takeover Board hat exempted the public buyback program of AP Alternative Portfolio Ltd. from the provisions governing public takeover offers.
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Decision 711/02 dated 25 January 2019 in the matter of CEVA Logistics AG
In its decision 711/02, dated 25 January 2019, in the matter of CEVA Logistics AG, 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.
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* Decision not yet included in the Case Law Commentary on takeoverpractice.ch.