Category Archives: Takeover
Share Buy-backs – Reloaded | Insights into Selected Areas of Publicly Announced Share Buy-backs by Swiss Companies
Arbitrageurs are important players in the buy-back market, primarily because of certain tax considerations. One important driver is the repurchase price a company is permitted to offer in a share buy-back. Particular attention should be placed to secondary market transactions during a share buy-back (e.g., sales of ADRs). Novelties include VWAP-based buy-back programs and buy-backs executed via Dutch auction.
By Hansjürg Appenzeller / Dieter Grünblatt (Reference: CapLaw-2019-17)
Untrue or Incomplete Information in Offer Prospectus
On 22 November 2017, the Swiss Takeover Board issued a ruling regarding untrue or incomplete information with respect to the offeror contained in the offer prospectus published by HNA in connection with the public tender offer for all shares in gategroup.
By Hans-Jakob Diem / Andreas Hinsen (Reference: CapLaw-2018-32)
Rising Popularity of Reverse Break Fees and Legal Challenges for Swiss Bidders
By Urs Kägi / Daniel Küpfer (Reference: CapLaw-2017-46)
Kuoni and EFG International: Recent Decisions of the Swiss Takeover Board
By Philippe Weber / Thomas Brönnimann (Reference: CapLaw-2016-20)
No Tailoring of Opting Out Clauses – Takeover Board rejects Schindler’s Proposed Changes to its Articles of Association
By Pascal Hubli / Nadin Schwibs (Reference: CapLaw-2015-44)
Electronic Means of Communication in Future Takeover Proceedings – Thoughts on the New Rules Proposed by the TOB on 18 August 2015
By Severin Roelli / Christian Leuenberger (Reference: CapLaw-2015-45)
How to Buy a Big Block of Shares in an Ongoing Buyback Program?
By Lorenzo Olgiati/Pascal Hubli (Reference: CapLaw-2014-7)
New Regulatory Framework for Share Buy-backs
By Dieter Gericke / Vanessa Isler (Reference: CapLaw-2013-28)
The Takeover Board Applies its Practice with Respect to Reorganization Exemptions to Unfriendly Set Ups and, de facto, Rules Out Exemptions from the Offer Duty for Unsolicited Reorganizations
In a recent order the Takeover Board had to rule on whether to grant an unsolicited restructurer a reorganization exemption from the statutory duty to make a purchase offer for all shares of a listed company. The decision is of particular interest because the request for the reorganization exemption was not supported by the board of directors of the potential target company. In the case at hand, the Takeover Board denied the grant of a reorganization exemption applying, amongst others, the principle of subsidiarity which precludes the grant of an exemption as long as the company is in search for an anchor investor and is implementing measures to enhance its financial situation.
By Severin Roelli (Reference: CapLaw-2013-16)
New Rules on Offer Consideration in Voluntary Exchange Offers
On 1 May 2013, a new set of rules governing the obligation of the bidder to offer an all cash alternative in voluntary exchange offers has come into force. The most significant change pertains to the introduction of an obligation to offer a cash alternative if the bidder purchases target shares for cash during the twelve months preceding the announcement of the exchange offer.