Recent developments in Swiss Takeover Regulation
Consultation regarding the revision of art. 6b and 44 TOO closed
Between 4 August 2014 and 12 September 2014 the Swiss Takeover Board conducted a consultation regarding a revision of art. 6b TOO (publication in newspapers) and art. 44 TOO (publication of interim result). The various statements received contained numerous points of criticism as well as some counter-proposals. The Swiss Takeover Board will take the comments made into account on the occasion of the next revision of the Takeover Ordinance, which will become necessary as a result of the enactment of the new Financial Market Infrastructure Act (FMIA).
Please click here to view the consultation statements.
Consultation regarding the revision of Art. 6b and 44 TOO
The Takeover Board started a consultation regarding a revision of Art. 6b TOO (publication in newspapers) and Art. 44 TOO (publication of interim result). With regard to the publication of offer documents in the newspapers according to Art. 6b TOO, the TOB intends to largely eliminate the time-lag of up to three trading days for publications in the newspapers as compared to electronic publication. The revised rule shall provide for the mandatory simultaneous publication of offer documents in the electronic as well as in the print media. A delay of the print media publications by no longer than one trading day (including Saturdays) would only be permitted if there are compelling reasons (such as, in particular, compliance with ad hoc publicity requirements). Any further delays of the publication in print media would require the prior consent of the TOB. With regard to Art. 44 TOO, the TOB intends to delete the requirement of publishing provisional interim and provisional final results, so that only one publication of each, the interim and the final result, would be necessary in the future.
The consultation period will end on 12 September 2014.
Please click here for the full consultation notification.
Modification of TOB Circular No. 3: Review of public takeover offers
The TOB has revised TOB-Circular No. 3: Review of public takeover offers with effect as of 1 July 2014. The revised rules simplify the requirements for the information that must be published by the offeror in connection with an amendment of its offer or the offer prospectus. Under the new rules, it will no longer be required to reproduce the auditor's report on the amendment(s) in the offeror's publication. Instead, it is sufficient if the offeror confirms that an audit was carried out and refers to the internet address via which the audit report can be accessed.
To view the wording of the new TOB Circular No. 3: Review of public takeover offers, click here.