SWITZERLAND Trends and Developments Contributed by: Daniel Raun, Andreas Hinsen and Rashid Bahar, Advestra
typically only interfered in the case of “no talk” agree - ments or where the equal treatment of potential com - peting bids was at risk. Starting with the Panalpina takeover in 2019 and more recently the decisions in the takeovers of Von Roll Holding, GAM Holding and Crealogix in 2023 and Aluflexpack in 2024, the Swiss Takeover Board has further tightened its stance. In particular, the board of directors (i) cannot be restrict - ed from taking into account the interest of all stake - holders (and not just the shareholders) and (ii) must remain free in its evaluation of competing bids con - sidering the equal treatment principle. Any additional limitations were generally rejected by the TOB in its recent decisions, including a limitation contemplated by the parties in relation to the offer for u-blox Holding as to what constitutes a “superior offer” that the board of directors of the target com - pany would be allowed to consider. In its decision, the TOB rejected a definition of superior offer which would have limited the definition to offers that are superior solely from a financial point of view.
While not a public M&A matter in the strict sense, the merger between Helvetia and Baloise is noteworthy as it was conducted by way of statutory merger under the Swiss Merger Act. Contrary to other jurisdictions such as the US and UK, it is not typical to combine two listed entities by way of merger except where both merging entities are domiciled in Switzerland, given various restrictions from a corporate and tax perspective.
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