Latest Decisions in Takeover Matters

29.11.2019

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.

Click here to view the decision 752/01.

25.11.2019

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.


Click here to view the decision 750/01.

07.11.2019

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.


Click here to view the decision 672/10.

06.11.2019

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.


Click here to view the decision 748/01.

30.10.2019

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.


Click here to view the decision 745/01.

09.09.2019

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.


Click here to view the decision 741/01.

17.07.2019

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.

Click here to view the decision 737/01.

 

12.07.2019

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.

Click here to view the decision 672/08.

12.07.2019

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.

Click here to view the decision 672/09.

10.07.2019

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.

Click here to view the decision 730/02.

31.05.2019

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.

Click here to view the decision 672/07.

31.05.2019

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.

Click here to view the decision 672/06.

29.05.2019

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.

Click here to view the decision 730/01.

29.05.2019

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.

Click here to view the decision 726/03.

13.05.2019

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.

Click here to view the decision 726/02.

07.05.2019

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.

Click here to view the decision 725/01.

30.04.2019

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.

Click here to view the decision 726/01.

23.04.2019

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.

Click here to view the decision 724/01.

03.04.2019

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.

12.03.2019

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.

Click here to view the decision 721/01.

19.02.2019

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.

Click here to view the decision 719/01.

29.01.2019

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.

Click here to view the decision 711/02.

* Decision not yet included in the Case Law Commentary on takeoverpractice.ch.