Battle for the ground team

It will definitely be a drama and certainly an exciting one: The takeover battle for Publigroupe will keep the media industry spellbound as summer theater. On the one hand, there is the decline of the former "P" empire - a story that is sure to be reminisced about many times. And secondly, the battle between two current rivals who covet the rest of the empire. First, a brief chronology of the final chapter in this story of a foretold demise: April 2, 2014: advertising broker Publigroupe divests itself of the traditional advertising business and sells its subsidiary Publicitas to the German company Aurelius. April 17, 2014: Tamedia publishes a pre-announcement of a public takeover bid for Publigroupe, offering CHF 150 per share. April 25, 2014: Swisscom submits a non-binding offer of CHF 230 million to Publigroupe for the shares held by PubliGroupe in LTV Gelbe Seiten AG and Swisscom Directories AG. The local.ch business, which was previously managed as a joint venture, would thus be fully owned by Swisscom. May 14, 2014: Tamedia acquires the Publigroupe shares previously held by the investment company Tweedy Browne LLC at CHF 190 per share, giving it a 17.6 per cent shareholding. This makes Tamedia the largest shareholder in PubliGroupe. May 16, 2014: Swisscom publishes a pre-announcement for a public tender offer for Publigroupe shares at a price of CHF 200 per share.

Takeover Commission coordinates bidding rounds

The next stages are foreseeable due to the legal requirements (primarily in the provisions of the Federal Act on Stock Exchanges and Securities Trading, "Stock Exchange Act" or SESTA). The Takeover Board (TOB) has a central role to play. Under the SESTA, this federal authority is responsible for ensuring that public takeover offers comply with the statutory provisions. It defines general principles and coordinates the process in individual cases, for example when the timing of several offers has to be coordinated.

Last winter, the battle between AEVIS Holding SA and Swiss Private Hotel AG for Victoria-Jungfrau Collection AG showed how such a takeover battle can unfold. AEVIS Holding's pre-announcement at the end of October and the publication of an offer prospectus at the beginning of November (CHF 250 per share) were followed shortly before Christmas by Swiss Private Hotel AG's pre-announcement (CHF 277). A few days later, AEVIS published the first amendment to the prospectus and extended the offer deadlines due to the counter-offer in accordance with the requirements of the TOB. In a second prospectus amendment on January 23, AEVIS increased the offer price to CHF 305. This affects the deadlines for the offer by Swiss Private Hotel AG, which follows suit a week later and increases the offer price to CHF 310 (which in turn affects the deadlines for the AEVIS offer). In mid-February, AEVIS Holding also offers CHF 310 with a fourth prospectus amendment. In March, both opponents first publish provisional, then definitive interim results and finally the definitive final result of AEVIS Holding makes it clear that it is the winner - above all because it was able to acquire significant third-party shareholdings.

Logged-in subscribers to Werbewoche can read the whole article at this link, in the e-paper or in the print edition.