In its ruling 750/01 of 22 November 2019, the Takeover Board (TOB) rejected applications by Martin Haefner/BigPoint Holding AG and Liwet Holding AG for a restructuring exemption from the duty to make an offer in connection with the planned capital increase of Schmolz+Bickenbach AG. Schmolz+Bickenbach AG and Martin Haefner/BigPoint Holding AG filed appeals against this decision.
FINMA’s Takeover and State Liability Committee has now ruled that the requirements for a restructuring exemption are met. It therefore partially approved the appeals received in its ruling of 6 December 2019. Martin Haefner/BigPoint Holding AG is granted an exemption from the duty to make an offer in connection with the implementation of the capital reduction and simultaneous capital increase of Schmolz+Bickenbach AG agreed to at the extraordinary general meeting held on 2 December 2019 (Art. 136 para. 1 let. e FMIA).
The restructuring exemption is granted subject to the following provision: Martin Haefner/BigPoint Holding AG must make an obligatory offer (within the meaning of Art. 135 FMIA) to the shareholders of Schmolz+Bickenbach AG if their participation is still above the threshold of 33⅓ % of the voting rights of Schmolz+Bickenbach AG on 31 December 2024. This is intended to ensure that the rights of the minority shareholders protected by the duty to make an offer are given adequate consideration when the restructuring requirement ceases to apply. At the same time, Martin Haefner/BigPoint Holding AG will be given sufficient time to take the necessary restructuring measures.