Latest Decisions in Takeover Matters

06.07.2021

Decision 790/01 dated 6 July 2021 in the matter of Peach Property Group AG

In its decision 790/01 dated 6 July 2021 in the matter of Peach Property Group AG, the Swiss Takeover Board has granted Ares Management Corporation an exemption from the duty to make a tender offer concerning Peach Property Group AG.

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23.04.2021

Decision 787/01 dated 23 April 2021 in the matter of lastminute.com N.V.

In its decision 787/01 dated 23 April 2021 in the matter of lastminute.com N.V., the Swiss Takeover Board has made statements regarding the non-existence of the obligation to launch a tender offer to lastminute.com N.V.’s shareholders in connection with changes in the shareholder structure of lastminute.com N.V.’s main shareholder and the entering into a shareholders’ agreement amongst the shareholders of lastminute.com N.V.’s main shareholder.

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20.04.2021

Decision 775/01 dated 12 April 2021 in the matter of Rothschild & Co Global Advisory Switzerland AG

In its decision 775/01 dated 12 April 2021 in the matter of Rothschild & Co Global Advisory Switzerland AG, the Swiss Takeover Board has determined that Rothschild & Co Global Advisory Switzerland AG is suitably qualified in the sense of art. 30 para. 6 TOO to establish fairness opinions in the context of public takeover and exchange offers.

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25.03.2021

Decision 781/01 dated 10 March 2021 in the matter of Santhera Pharmaceuticals Holding AG

In its decision 781/01 dated 10 March 2021 in the matter of Santhera Pharmaceuticals Holding AG, the Swiss Takeover Board has determined that the proposed exchange offer of Santhera Pharmaceuticals Holding AG in respect of 100% of its convertible bond 2017 - 2022 with a total nominal value of CHF 60,000,000 listed on the SIX Swiss Exchange AG and the terms and conditions of the exchange offer described in the corresponding repurchase advertisement comply with TOB Circular No. 1, with the exception of certain points for which exceptions have been granted.

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22.03.2021

Decision 780/01 dated 19 March 2021 in the matter of ams AG

In its decision 780/01, dated 19 March 2021, in the matter of ams AG, the Swiss Takeover Board has exempted the public buyback program of ams AG concerning its convertible bonds from the provisions governing public takeover offers.

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08.03.2021

Decision 750/02 dated 5 March 2021 in the matter of Schmolz + Bickenbach AG

In its decision 750/02, dated 5 March 2021, in the matter of Swiss Steel Holding AG (formerly Schmolz + Bickenbach AG), the Swiss Takeover Board rejected the request of Liwet Holding AG to declare that Mr. Martin Haefner/BigPoint Holding AG is obliged to make a mandatory offer for all publicly held registered shares of Swiss Steel Holding AG with an offer price of CHF 0.45 or CHF 0.37 per registered share of Swiss Steel Holding AG.

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19.02.2021

Decision 777/01 dated 12 February 2021 in the matter of AP Alternative Portfolio Ltd.

In its decision 777/01, dated 12 February 2021, 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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08.02.2021

Decision dated 2 February 2021 in the matter of PIERER Mobility AG

In its decision 774/01, dated 2 February 2021, in the matter of PIERER Mobility AG, the Swiss Takeover Board has approved the planned introduction of an opting out clause at PIERER Mobility AG, provided that the transparency requirements and the voting majority are complied with.

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