Transactions

The Secretariat of the Takeover Board classifies transaction properties on this website according to the following criteria. They are intended solely as aids to research and are in no way to be regarded as expressions of the Board’s legal opinions. Changes may be made at any time. Users are invited to report inaccurate classifications to the Secretariat at info@takeover.ch.

Mandatory offer

The obligation to make an offer already exists at the moment of the examination of the offer prospectus. Offers which only become binding at a later date are classified as voluntary offers.

Voluntary offer

Offers which are not binding at the moment of the examination of the offer prospectus.

Offer initially friendly

The board of the target company recommends the offer in its report or makes no recommendation.

Offer initially unfriendly

The board of the target company recommends that the offer be rejected in its report.

Competing offers

More than one offer is made in a transaction. In such a case, the classifications “mandatory offer / voluntary offer”,” offer initially friendly / offer initially unfriendly”,”offer with friendly completion / offer with unfriendly completion”, “cash offer / exchange offer / mixed offer / exchange offer with cash alternative” do not apply.

Offer with friendly completion

The board changes its initial recommendation in a later report during an initially unfriendly offer.
The board does not change its initial recommendation in a later report during an initially friendly offer.

Offer with unfriendly completion

The board changes its initial recommendation in a later report during an initially friendly offer.
The board does not change its initial recommendation in a later report during an initially unfriendly offer.

Cash offer

The payment of the offer is in cash.

Exchange offer

The payment of the offer is in shares to be exchanged.

Mixed offer

The payment of the offer is partly in cash and partly in shares to be exchanged.

Exchange offer with cash alternative

The payment of the offer is either in shares to be exchanged or in cash, as the payee chooses.

(Non-)existence of a mandatory offer

The Takeover Board acknowledges  the existence (or not) of a mandatory offer.

Exception to mandatory offer

The Takeover Board grants an exemption to the duty to make an offer.

Application of Swiss takeover law

The Takeover Board acknowledges the applicability (or not) of Swiss takeover law.

Buyback programme

The transaction involves the buyback of shares in the sens of TOB Circular n° 1.

Exemption in reporting procedure

The buyback programme is exempted in the reporting procedure according to TOB Circular n° 1.

Exemption with a decision

The buyback programme is exempted by a decision of the Takeover Board.

Buyback at fixed price

The buyback programme is performed through payment of a fixed price in cash.

Buyback on regular line

The buyback programme is performed on the regular trading lines of the Exchange at market prices.

Buyback on separate line

The buyback programme is performed on a separate trading line of the Exchange at market prices.

Buyback through put options

The buyback offer includes the issue of put options.

Buyback through exchange

The buyback offer is performed at a fixed price through an exchange of shares.

Potential offer

The Takeover Board pronounces a decision in application of art. 53 TOO (“put up or shut up”).

Qualification fairness opinion

The Takeover Board ascertains that a company is suitably qualified to provide fairness opinions in public takeover offers in the sense of art. 30 par. 6 TOO.

No properties

The transaction does not correspond to any of the existing properties.