25 September 2013 I Deals and Cases

Aquamit B.V. and Quadrant AG Win Takeover Procedure

On 13 December 2012, the Swiss Takeover Board has reaffirmed that the public tender offer of Aquamit B.V., Amsterdam, NL, for all publicly held shares of Quadrant AG of 2 June 2009 was compliant with applicable takeover laws. The Takeover Board's decision is final and binding. An institutional shareholder AG had alleged a violation of the price rules under takeover law and demanded the valuation of a number of contributions provided to the Aquamit joint venture. Aquamit had been formed in view of the takeover and is owned 50% by a group of members of the management and the board of directors of Quadrant AG ("Quadrant Management") and 50% by Mitsubishi Plastics Inc., Tokyo, Japan.

In the course of the legal dispute lasting more than three years, numerous decisions of the Takeover Board, three decisions of the Swiss Financial Market Supervisory Authority FINMA and two decisions by the Federal Administrative Court (highest court) were rendered. The detailed valuation of the contributions by the review body as well as the decision of the Takeover Board of 13 December 2012 reaffirmed that the public tender offer of Aquamit was compliant with the applicable laws, which is why the claimant's request for an increase of the offer price has been rejected.

Bär & Karrer advises the Quadrant Management and the target company Quadrant AG. The team includes Dieter Dubs (partner) and Mariel Hoch (partner).