Delving into the finer details of Swiss public takeover regulation

In our March column we announced that we would write a more detailed feature of Swiss public takeover (PTO) regulation in one of our later columns – and here it is.

Disclosure requirements

If a bidder – directly, indirectly, or acting in concert with a third party – acquires or sells securities directly or indirectly held in a Swiss company listed on a Swiss exchange – or in a foreign company primarily listed on a Swiss exchange – and as a result reaches, exceeds or falls below the voting rights thresholds of 3%, 5%, 10%, 15%, 20%, 25%, 33.33%, 50% or 66.66%, these holdings must be disclosed and notified to the target company and the relevant stock exchange.

Irrespective of the settlement method, cash or physical, these disclosure obligations also apply to transactions in options (puts and calls) or conversion rights. In case of commitments to buy or sell, the disclosure obligation is already triggered by the commitment, i.e. irrespective of completion.

Felix Egli is a senior partner and Adrian Doerig is a partner at the Swiss law firm VISCHER in Zurich. Wu Fan, a counsel at the firm, co-authored this article