Press Release, 16.09.2021
Decision of the Swiss Takeover Board
NOT FOR RELEASE, DIRECTLY OR INDIRECTLY, IN THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL
Bülach, September 16, 2021 – Vetropack Holding Ltd had been informed that Cornaz AG-Holding meanwhile placed 1,983,000 registered shares A of Vetropack Holding Ltd. at a price of CHF 59.00 per share. In connection with this transaction, Cornaz AG-Holding filed a request with the Swiss Takeover Board to obtain confirmation that, as a result of the entire transaction that leads to changes within the group around Cornaz AG-Holding, Cornaz AG-Holding is not subject to a takeover obligation. For information on the background of the procedure and the application of Cornaz AG-Holding, please refer to the decision of the Takeover Board dated August 10, 2021:
Decision of the Swiss Takeover Board
In its decision of August 10, 2021 (published on www.takeover.ch) the Swiss Takeover Board has decreed the following:
- The exit of Jean-Luc Cornaz from Cornaz AG-Holding by sale, to Cornaz AG-Holding, of the 145 shares he holds in this company, followed by the cancellation of these shares by a reduction of capital of Cornaz AG-Holding, in accordance with the draft agreements submitted to the examination of the Takeover Board during the proceedings, does not lead to the obligation to make a public takeover offer to the shareholders of Vetropack Holding Ltd.
- The reduction of Marc-Antoine Cornaz's shareholding in Cornaz AG-Holding by 18 shares of Cornaz AG-Holding, through the sale of these shares to Cornaz AG-Holding, followed by the cancellation of these shares through a reduction of the capital of Cornaz AG-Holding, in accordance with the draft agreements submitted to the examination of the Takeover Board within the proceedings, does not lead to the obligation to make a public takeover offer to the shareholders of Vetropack Holding Ltd.
- Cornaz AG-Holding shall provide the Takeover Board with a copy of the contracts signed in the context of the transaction referred to in paragraphs 1 and 2 above at the latest three days after signing.
- This decision shall be published only after the transaction referred to in paragraphs 1 and 2 above has been publicly announced by Cornaz AG-Holding and / or Vetropack Holding Ltd.
- Vetropack Holding Ltd will publish this decision at the latest three trading days after the public announcement of the transaction referred to in paragraph 4 above.
- This decision will be published on the website of the Takeover Board on the day Vetropack Holding Ltd publishes the operative part of this decision according to paragraph 5 above.
- The fee to be paid by Cornaz AG-Holding amounts to CHF 20'000.
Objection (Art. 58 TOO)
A qualified shareholder may file an objection against the Takeover Board’s decision. The objection must be filed with the Takeover Board (Stockerstrasse 54, 8002 Zurich; fax: +41 44 283 17 40) within five trading days from the date of publication of the decision of the Takeover Board. The first trading day after the publication of the decision of the Takeover Board on the Takeover Board’s website will be the first day of the filing period. The objection must contain a formal request, summary reasons and proof of the qualified participation.
For further information please contact:
Claude R. Cornaz
President of the Board of Directors of Vetropack Holding Ltd
Tel. +41 44 863 33 30
This communication constitutes neither an offer to sell nor a solicitation to buy securities referred to in it ("Securities") and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. The offer and listing of the Securities will be made without the publication of a prospectus in reliance on the exemptions provided in article 36 paragraph 1 letter a and article 38 paragraph 1 letter a of the Financial Services Act.
These materials shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of any such jurisdiction.
In particular, these materials are not an offer of securities for sale in the United States. Securities may not be offered or sold in the United States absent registration or an exemption from registration under the US Securities Act of 1933. The Securities have not been and will not be registered. There will be no public offering of these Securities in the United States.
This communication does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "EU Prospectus Regulation") or the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the UK European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation") of the Securities in any member state of the European Economic Area (the "EEA") or in the UK. Any offers of the Securities to persons in the EEA or in the UK will be made pursuant to exemptions under the EU Prospectus Regulation and the UK Prospectus Regulation from the requirement to produce a prospectus for offers of the Securities.
In member states of the EEA, this communication is being distributed only to, and is directed only at “qualified investors” within the meaning of Article 2(e) of the EU Prospectus Regulation (“Qualified Investors”).
In the United Kingdom, this communication is being distributed only to, and is directed only at “qualified investors” within the meaning of Article 2(e) of the UK Prospectus Regulation who are also (a) persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the "Order"), or (b) high net worth entities, or (c) other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "relevant persons").
Any investment or investment activity to which this communication relates is available only to Qualified Investors in the EEA and to relevant persons in the United Kingdom and will be engaged in only with Qualified Investors in the EEA and with relevant persons in the United Kingdom. Any person who is not a Qualified Investor or a relevant person, as appropriate, should not act or rely on this communication or any of its contents.
This communication expressly or implicitly contains certain forward-looking statements, such as "believe", "assume", "expect", "forecast", "project", "may", "could", "might", "will" or similar expressions concerning Vetropack Holding Ltd and its business, including with respect to the progress, timing and completion of research, development and clinical studies for product candidates. Such statements involve certain known and unknown risks, uncertainties and other factors, which could cause the actual results, financial condition, performance or achievements of Vetropack Holding Ltd to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Vetropack Holding Ltd is providing this communication as of this date and does not undertake to update any forward-looking statements contained herein as a result of new information, future events or otherwise.