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Benedicte Gravrand, Opalesque Geneva:
According to various Swiss press reports this week, the legal arm of the Swiss Federal Department of Finance closed its investigation in an ongoing dispute between Laxey, a UK activist hedge fund group, and Implenia SA, the largest Swiss construction company. A legal procedure against Laxey’s fund managers was suspended following a settlement of CHF1m ($1.04m).
In early ’07, Laxey Partners acquired 22.89% of Implenia using stock bundles placed in several banks; a type of transaction that did not need, apparently, to be publicly notified. Later that year, Laxey sprung a takeover bid for Implenia, a move which was rejected by the construction company’s board. According to the FT, Implenia argued there was a legal limit in foreign ownership in this case to 20%, a rule Laxey said did not apply. Laxey by then owned 34%, but Implenia refused to register more than 4.9%. A bit later, Laxey extended its takeover offer deadline and confirmed it was under investigation by the Swiss Federal Banking Commission (SFBC) over a possible infringement of disclosures done in ‘07, reported Thomson News.
Implenia proposed a CHF0.50 per share face value reduction in March ’08, and recommended its shareholders reject Laxey’s proposals, namely the annulment of the conditional capital and a reduction in the term of office of board members as foreseen by the articles of incorporation from two years to one year, said Dow Jones.
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