In its (final) ruling of 6 December 2019 FINMA’s Takeover and State Liability Committee partially approved the appeals received from Swiss Steel Holding AG (formerly Schmolz+Bickenbach AG) and BigPoint Holding AG/Martin Haefner against the TOB’s decision 750/01 of 22 November 2019. BigPoint Holding AG/Martin Haefner was granted an exemption from the duty to make an offer in connection with the implementation of the capital increase of Swiss Steel Holding AG (former Schmolz+Bickenbach AG) agreed to at the extraordinary general meeting held on 2 December 2019 (so-called “restructuring exemption”, Art. 136 para. 1 let. e FMIA). The restructuring exemption was granted on the condition that BigPoint Holding AG/Martin Haefner must make an obligatory offer (within the meaning of Art. 135 FMIA) to the shareholders of Swiss Steel Holding AG if their participation is still above the threshold of 33⅓ % of the voting rights in Swiss Steel Holding AG on 31 December 2024 (see FINMA News of 9 December 2019).
By submission of 7 January 2021 Liwet Holding AG submitted a request for a statement of facts as well as a request for rediscussion and/or revision to FINMA claiming that certain facts have substantially changed since the decision of 6 December 2019. Liwet Holding AG therefore asked FINMA to issue a statement of facts holding that BigPoint Holding AG/Martin Haefner must make an obligatory offer or to amend the FINMA decision of 6 December 2019 accordingly.
In its decision of 27 January 2021 FINMA’s Takeover and State Liability Committee dismissed Liwet Holding AG’s request for rediscussion and/or revision due to the lack of permissible grounds for a review. It referred the request for a statement of facts to the Swiss Takeover Board due to its lack of jurisdiction.
