Changes of control and defence measures
Changes of control and defence measures
Duty to make an offer
The Company has decided that an acquirer is obliged to make an offer according to Art. 32 and 52 of the Swiss Stock Exchange Act of March 24, 1995. The threshold is not raised. However, the Company has modified the provision regarding the minimum price according to section 4 of Art. 32 of the Swiss Stock Exchange Act as follows:
The price must be at least equal to the stock exchange price and may not be lower than the highest price the offeror has paid for the registered shares within the last 12 months.
Clauses on changes of control
In the event of a merger, quasi-merger, takeover of the Company or substantial parts of the Company by third parties (share or asset deal) as well as similar transactions, the beneficiaries of options granted according to the Stock Option Plan have the right to sell back all allotted and not yet exercised options to the Company within 60 days after the public announcement of the respective event. The purchase price amounts to the difference between (1) the average closing price of the shares of the Company on the SIX Swiss Exchange on the ten trading days following the public announcement of the event and (2) the exercise price of the options. The opening of insolvency proceedings against the Company as well as the decision to liquidate the Company or similar events shall be treated in the same way.
