Meyer Burger Technology Ltd (SIX Swiss Exchange: MBTN) as well as Sentis Capital PCC, Zürcher Kantonalbank, Astaris Capital European Opportunities Master Fund Limited and IBH Beteiligungs- und Handelsgesellschaft m.b.H have filed an application with the Swiss Takeover Board on 26 June 2020 for a declaration that the obligation to make an offer for Meyer Burger Technology Ltd does not exist.
For information on the background of the application, please refer to the decision of the Takeover Board dated 30 June 2020 (http://www.takeover.ch). According to the decision of the Takeover Board, Meyer Burger Technology Ltd is obliged to publish the following information:
The Takeover Board takes the decision:
A shareholder who can prove that he holds at least three percent of the voting rights in the target company, whether exercisable or not (qualified shareholder, Art. 56 TOO) and who has not previously participated in the proceedings, may object to the present order. The objection must be submitted to the Takeover Board within five trading days of the publication of the present order. It must contain an application and a summary statement of reasons as well as proof of participation pursuant to art. 56 para. 3 and 4 TOO (art. 58 para. 3 TOO).
For information on the background of the application, please refer to the decision of the Takeover Board dated 30 June 2020 (http://www.takeover.ch). According to the decision of the Takeover Board, Meyer Burger Technology Ltd is obliged to publish the following information:
The Takeover Board takes the decision:
- With regard to Transaction Option I, it is stated in approval of the application no. 1 that Sentis Capital PCC, Zürcher Kantonalbank, Astaris Capital European Opportunities Master Fund Limited and IBH Beteiligungs- und Handelsgesellschaft m.b.H. as well as all other investors who have entered into or will enter into agreements that are substantially similar to the form of the model contract submitted to the Takeover Board (i.e. the draft PIPE and Backstop Commitment Agreement), subject to circumstances not known to the Takeover Board, are not obliged to submit an offer for all listed equity securities of Meyer Burger Technology Ltd pursuant to art. 135 of the Financial Market Infrastructure Act (FinMIA).
- Meyer Burger Technology Ltd is obliged to provide the Takeover Board with a copy of all contracts concluded with the persons mentioned in dispositive no. 1 above with regard to the capital increase, in particular the PIPE and Backstop Commitment Agreements.
- The application no. 2 is approved.
- In approval of the application no. 3, the publication of the present decision in accordance with Art. 61 para. 2 of the Takeover Ordinance (TOO) will be made in coordination with Meyer Burger Technology Ltd by 2 July 2020 at the latest.
- Meyer Burger Technology Ltd is obliged to publish any potential statement of its Board of Directors, the dispositive of the present decision and the reference to the possibility for qualified shareholders to object to this decision, in accordance with art. 61 para. 3 and 4 TOO.
- The fees charged to Meyer Burger Technology Ltd, Sentis Capital PCC, Zürcher Kantonalbank, Astaris Capital European Opportunities Master Fund Limited and IBH Beteiligungs- und Handelsgesellschaft m.b.H. amount to CHF 30,000 under joint and several liability.
A shareholder who can prove that he holds at least three percent of the voting rights in the target company, whether exercisable or not (qualified shareholder, Art. 56 TOO) and who has not previously participated in the proceedings, may object to the present order. The objection must be submitted to the Takeover Board within five trading days of the publication of the present order. It must contain an application and a summary statement of reasons as well as proof of participation pursuant to art. 56 para. 3 and 4 TOO (art. 58 para. 3 TOO).
