The corporate adventures of Baselworld/ HOURUNIVERSE/ Art Basel organiser the MCH Group continue, with the latest update a consequence of the Extraordinary General Meeting (EGM) held earlier this month, during which 848 shareholders (91% of the nominal share value) voted on the Board of Directors’ proposals. All proposals by the Board of Directors were approved, with 71.5% in favour of Lupa Systems LLC acquiring a holding of over 33.3% and up to 49% of the company without a public takeover bid (opting-up clause).
Now, a decision by the Swiss Takeover Board (TOB) has put a hitch in James Murdoch’s planned entry into the Group. According to the TOB, Lupa Systems will have to make a public offer if it acquires a stake of more than 33.3% in MCH Group AG in conjunction with planned capital increases.
The TOB informed MCH Group AG that that this opting-up clause adopted by the EGM is not effective under the relevant takeover law because the additional quorum of the “majority of the minority” required under takeover law has not been reached, as abstentions must be counted as “no”. However, this contradicts the Statutes of the MCH Group AG. According to the TOB decision, Lupa Systems LLC would have to make a mandatory public offer if it acquired a stake of more than 33.3% in MCH Group AG in conjunction with the planned capital increases.
According to their press release, MCH will now analyse the TOB decision to determine their response and what steps to take.
To read the Swiss Takeover Board’s statement, go to this link.