AMSTERDAM and ZURICH, December 13, 2012 /PRNewswire/ --
- Swiss Takeover Board (TOB) confirms correctness of Quadrant offer price; Sarasin Investmentfonds AG (now part of the Safra Group) defeated in long-standing legal dispute
The Swiss Takeover Board (TOB) issued an order today reaffirming the correctness of the public tender offer made by Aquamit B.V. for Quadrant AG in 2009. The TOB confirms in its order that the offer price paid to minority shareholder Sarasin Investmentfonds AG complied with all the relevant legal requirements. Sarasin (which is now part of the Safra Group controlled by Joseph Y. Safra) held 2% of Quadrant's shares at the time of the public tender offer and is defeated in a long-standing legal dispute lasting over three years.
Independent review body also confirm correctness of Quadrant offer price
The TOB's ruling of today is based on an extensive study by Kepler Capital Markets, a further FINMA-approved independent review body. Kepler Capital Markets performed a detailed evaluation of the nature and content of all the ancillary services provided at the Aquamit level at the time of the Quadrant acquisition. After assessing in detail and comparing all such services provided by Aquamit, Quadrant's management and Mitsubishi Plastics, the review body came to the same conclusion in its report as Deloitte (Switzerland), the first such review body, had in 2009. Based on this, the Swiss Takeover Board (TOB) has confirmed today that the relevant pricing rules under Swiss takeover law were complied with in full.
Swiss Takeover Board confirms correctness of offer price
In its order of 13 December 2012, the Swiss Takeover Board (TOB) determines "that the offer price offered by Aquamit B.V. in the public tender offer to the shareholders of Quadrant AG in the amount of CHF 86.00 complied with the minimum price rules". The Swiss Takeover Board (TOB) rejected an increase of the offer price and all further requests of Sarasin Investmentfonds AG. In today's order, a fee of CHF 121,350 will be imposed on Sarasin Investmentfonds AG as the defeated party (while Aquamit as offeror must pay a fee of CHF 40,450).
Legal defeat for Sarasin being part of the Safra Group
Sarasin Investmentfonds AG has lodged a series of objections and appeals over the past few years with the aim of securing further payments for its former Quadrant holding in addition to the purchase price paid. It has done so despite (like all further minority shareholders) having voluntarily tendered its Quadrant shares for purchase at the time of the takeover offer. The Swiss Takeover Board (TOB) reiterates in its order today that the offer submitted by Aquamit B.V. complied with all the relevant legal requirements. The subsequent complaints and objections have proved extremely costly and time-consuming for both parties, and resulted in a protracted legal dispute over a successful and properly-conducted acquisition.
Sarasin Investmentfonds AG, which is domiciled in Basel, Switzerland, has the possibility to appeal the Swiss Takeover Board's (TOB) order to FINMA within 5 trading days.
Note to editors:
- Aquamit B.V., which is domiciled in Amsterdam (the Netherlands), owns 100% of Quadrant AG. Aquamit is jointly owned (50% each) by Mitsubishi Plastics Inc. and the founders of Quadrant AG.
- Mitsubishi Plastics Inc. is part of the Mitsubishi Chemical Holdings Corporation.
Aquamit B.V. (Netherlands)
Media Relations Switzerland
SOURCE Quadrant AG