Hearing on the control premium in takeover legislation

Bern, 25.01.2011 - The Swiss Takeover Board is proposing to abolish the so-called control premium in the case of company takeovers. The State Secretariat for International Financial Matters will examine whether this matter should be incorporated into the revision of the Stock Exchange Act currently under way.

If a shareholder acquires at least a third of the voting rights of a listed company, that shareholder must make a public offer to acquire all of the remaining shares. In accordance with the Stock Exchange Act, the public offering price may be lower than the share price previously agreed with the principal shareholders. This so-called control premium should be abolished according to the proposal of the Takeover Board, as it is contrary to the principle of equality of treatment with regard to shareholders and is unusual in a European comparison. The Takeover Board is a federal authority that checks compliance with the provisions on public offerings.

In order to assess whether there is public interest in a corresponding amendment of the Stock Exchange Act (Article 32 para. 4) and whether it should be incorporated into the current revision of the Stock Exchange Act, the State Secretariat for International Financial Matters will be conducting a hearing among interested parties up to 24 February 2011.

Address for enquiries

Mario Tuor, Communications, State Secretariat for International Financial Matters, tel. +41 31 322 46 16