Swiss Steel Group Receives Swiss Takeover Board Decisions

The Swiss Steel Holding AG announced on March 14, 2024, the decisions from the Swiss Takeover Board concerning its upcoming corporate actions. The central focus lies on the acceptance of an opting-out clause and an exemption related to a public takeover offer needed for restructuring.

Initially, on January 12, Swiss Steel had sought clarity on the legality of introducing an opting-out clause in its Articles of Association. The Takeover Board confirmed the clause’s validity, conditional on shareholder approval and transparent communication regarding its implications and the intentions of major shareholders including PCS Holding AG and BigPoint Holding AG.

The Board decreed that for approval, votes from PCS Holding, BigPoint Holding, and groups like Liwet Holding and ComplexProm Joint Stock Company would be excluded in determining the minority shareholder consensus. This decision, alongside a mandatory disclosure of a planned capital increase, aims to ensure fairness and transparency.

Additionally, an exemption from the obligation to launch a public takeover offer was granted to Martin Haefner and BigPoint Holding related to Swiss Steel's restructuring. This decision is also subject to public disclosure and offers a right of objection to qualified shareholders holding at least 3% of voting rights.

This series of decisions facilitate the company's strategic restructuring and capital enhancement plans while ensuring minority shareholder interests are safeguarded. Swiss Steel Holding is set to publish these decisions in accordance with regulatory requirements.