Decision of the Takeover Board 751/01 of December 10, 2019 regarding non-existence of an obligation to submit an offer and/or exception to such an obligation
decembrie 12, 2019Application of Kolin Holding AG and Bossard Unternehmensstiftung concerning the non-existence of an obligation to submit an offer and/or an exception to such an obligation regarding Bossard Holding AG
Kolin Group, consisting of Kolin Holding AG and Bossard Unternehmensstiftung, is a shareholder group of Bossard Holding AG that is reported on the stock exchange. In the interest of a structural simplification within Kolin Group, the latter intends a sale of 550,000 registered A shares of Bossard Holding AG within Kolin Group from Bossard Unternehmensstiftung to Kolin Holding AG.
In this context, Kolin Holding AG and Bossard Unternehmensstiftung submitted an application to the takeover board on November 13, 2019 concerning the non-existence of an obligation to submit an offer and/or an exception to such an obligation regarding Bossard Holding AG.
By decision of December 10, 2019, the takeover board ruled that there is no obligation to submit an offer and decided as follows:
- It is concluded that the planned partial or entire transfer of shares of Bossard Holding AG held by Bossard Unternehmensstiftung to Kolin Holding AG does not trigger an obligation to submit an offer of Bossard Unternehmensstiftung, Kolin Holding AG and/or any shareholders of Kolding Holding AG.
- The publication of this decision will be suspended until the publication of the transaction through a press release by Bossard Unternehmensstiftung and/or Kolin Holding AG.
- Bossard Holding AG is obliged to publish the dispositive part of this decision, including the indication as to the right of qualified shareholders to file an objection, within two trading days after the publication of the transaction.
- This decision will be published on the website of the takeover board as from the date of the publication by Bossard Holding AG pursuant to above item 3 of the present dispositive part.
- The fees charged to Bossard Unternehmensstiftung und Kolin Holding AG for which they are jointly and severally liable, amount to CHF 20,000.
Objection
A shareholder providing evidence of holding at least 3 percent of the voting rights in Bossard Holding AG, irrespective of whether they are exercisable or not (a qualified Shareholder, art. 56 of the Ordinance of the Takeover Board on Public Takeover Offers) and has not yet participated in the proceedings, may file an objection against this decision of the Takeover Board. The objection must be submitted to the Takeover Board within five trading days as from the publication of the decision. The objection must contain a formal application and a summary of the reasons, as well as proof of the holding in accordance with art. 56 paras. 3 and 4 of the Ordinance of the Takeover Board on Public Takeover Offers (art. 58 para. 4 of the Ordinance of the Takeover Board on Public Takeover Offers).