Renova Group's Stake Exceeds 33 1/3% of Sulzer's Share Capital and Triggers Obligation to Make a Mandatory Offer to All Sulzer Shareholders Montag, 03. August 2015 - 07:01
On Friday, July 31, 2015, the Board of Directors of Sulzer was notified by representatives of Renova that as of the same date, Tiwel Holding AG, acting in concert with Liwet Holding AG, JSC Metkombank and Lamesa Holding S.A., held a total of 11,430,006 Sulzer shares, which corresponds to 33.36% of the voting rights of Sulzer. Tiwel Holding AG, together with the parties acting in concert, is therefore obliged to make a mandatory offer to acquire all Sulzer shares. The Board of Directors was also notified that the offer price offered by Tiwel Holding AG in the mandatory offer will correspond to the minimum price as per the Federal Act on Stock Exchanges and Securities Trading and the Ordinance of the Takeover Board on Public Takeover Offers, and thus not include a premium over the share price paid at the stock exchange.
The Board of Directors of Sulzer has appointed a committee comprising the independent board members Ms. Jill Lee and Messrs. Matthias Bichsel (chair), Thomas Glanzmann, Klaus Sturany and Gerhard Roiss ("Independent Committee").
The Independent Committee will review the public tender offer and publish a report no later than August 24, 2015, subject to today’s publication of the offer prospectus by Tiwel Holding AG. The report will contain the information that is required for the Sulzer shareholders to be able to make an informed decision on the offer. The Chairman of the Board of Directors, Mr. Peter Löscher, and Mr. Marco Musetti will abstain from any deliberations and decision-making by the Board of Directors with regard to the mandatory offer by Tiwel Holding AG.