Switzerland – Takeover Board Decision on MCH Group AG

Switzerland – Takeover Board Decision on MCH Group AG

On 28 July 2022, SWI Takeover Board issued decision on restructuring of MCH Group.

  • SWI TOB issued decision on the non-existence of an obligation to make takeover offer re MCH Group AG in connection with the restructuring of the MCH Group.

MCH Group

  • The primary purpose of the MCH Group is the acquisition, sale, management of holdings; financing of domestic and foreign companies in the trade fair and congress sector and related business sectors; plus monitoring, coordination of such holdings.
  • Trade fairs, congresses and other events, among other things, are to be held by companies in which the MCH Group has a stake using the existing infrastructure at the Basel, Zurich and Lausanne locations, and other locations in Switzerland and abroad.
  • MCH Group share capital is currently CHF 148,693,510, divided into 14,869).
  • MCH shares are listed on SWI SIX; MCH Group articles of association contain formally selective opting-up clause introduced in 2020 in favor of Lupa Systems LLC, New York, USA, and persons acting in concert with it; no opting up in favor of Basel-Stadt.

Significant Shareholders

  • According to the SWI SIX regulation database on significant shareholders, the following shareholders held significant holdings in the MCH Group as of 27 July 2022.
  • Since 23 December 2020, LLB Swiss Investment AG has held 4.75% of the voting rights in the MCH Group as beneficial owner within the meaning of art. 10 para. 1 FMIO-FINMA.
  • Since 22 December 2020, Lupa Investment Trust, New York, canton of Basel-Stadt, canton of Zurich, City of Zurich and MCH Group as beneficial owners within meaning of art. 10 para. 1 FMIO-FINMA together held 65.66% share of voting rights in MCH Group.
  • Since 9 September 2020, Aleks Rubin, New York, USA, held 4.02% of voting rights in MCH Group as beneficial owner within the meaning of art. 10 para. 1 FMIO-FINMA.
  • Since 14 October 2019, Joint Proficient Project company Ltd, Tortola, British Virgin Isles, held various call options on MCH shares as beneficial owner per art. 10 para 1.
  • On 15 July 2022, MCH Group, canton of Basel-Stadt and Lupa Investment Holdings submitted an application to SWI TOB regarding MCH's intended capital increase.

SWI TOB Decision

  • Among other things, SWI TOB granted the request, ruling that the applicants have a legitimate, direct, current interest in clarifying uncertainty re. their obligation to make an offer by means of a declaratory ruling; the situation is the same re. Basel-Stadt's interest to receive a restructuring exemption per article 136 para 1 lit. e FMIA.
  • SWI TOB determined, in accordance with the application, neither Lupa nor the canton of Basel-Stadt nor the MCH Group have lost control of the MCH Group as a result of the agreement and/or implementation of the transaction act per art. 33 FMIO-FINMA.
  • Also stated that neither the agreement nor the execution of the transaction for Lupa, the canton of Basel-Stadt or MCH Group, jointly or individually, constitute an offer obligation within meaning of art 135 (1) FMIA re listed equity securities of MCH Group.