euro adhoc: Implenia AG
Annual & Special Corporate Meetings
Implenia aims to
clarify the situation
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Company Information
19.11.2007
Extraordinary general meeting to confirm statutory restrictions on share registration
D i e t l i k o n, 19 November 2007 - The Board of Directors of Swiss construction services group Implenia AG has decided to convene an extraordinary general meeting of shareholders on 14 December. Shareholders at the meeting will be asked to vote on whether the current "Lex Koller" legal restrictions on registering foreign shareholders should be lifted as requested by British financial company Laxey Partners. Laxey Partners, which owns 34 percent of Implenia´s shares, launched a takeover offer to all shareholders on 5 November. This offer is contingent on the removal of restrictions on transferring share ownership.
Implenia´s Board of Directors wants to maintain the current restrictions on transferability in accordance with Article 7 para. 4b of the company´s articles of association. These restrictions - recently confirmed in a decree by Bülach District Council - mean that foreign shareholders may not own more than 20% of voting rights in Implenia. If this threshold were breached, Implenia would qualify as foreign-controlled. As a result, a lucrative part of the company´s business, which is crucial to its whole business model, would be lost. A great deal of shareholder value would be destroyed in the process. The Board of Directors strongly recommends, therefore, that shareholders reject any change in the relevant restrictions on registering foreign investors.
"The Board´s aim in asking shareholders to decide on the registration restriction, which is central to Implenia´s business model, is to clarify the situation once and for all," says Anton Affentranger, Chairman of the Board of Directors. If more than 20 percent of voting rights in the company were in foreign hands, it would no longer be possible for Implenia to buy Swiss land and property - which is the foundation of its entire value chain. Because Implenia pursues an integrated business model covering all the steps from initial purchase of a plot, to construction, to subsequent maintenance of the buildings, foreign control would damage Implenia´s entire business. Even discounting the loss of synergies between business areas, Implenia´s EBIT would be 15 to 20 percent lower, with shareholder value destroyed to a corresponding degree.
By contrast, the Board´s strategy of ever greater concentration on lucrative pre- and post-construction services promises continual growth in added value, especially since this know-how-based model can be transferred to foreign markets. The Board is already exploring such an approach in Russia.
Laxey´s methods are damaging for other shareholders
Laxey is clearly not interested in Implenia´s long-term development. It simply wants to make a quick profit. The hedge fund has not yet come up with any strategic ideas for the company, but has aggressively attacked the Board of Directors and its Chairman while trying to split the company´s management. This is Laxey´s favorite mode of operation: through the media and by lodging liability and compensation claims worth millions, it tries to put pressure on the managers of the companies it is attacking, forcing them to take action that benefits only one party - Laxey.
In recent weeks Laxey has also tried through various legal maneuvers to circumvent Swiss legislation on the accumulation of large parcels of shares. On 13 July, for example, it tried to persuade the Swiss Takeover Board to agree to a request that would have allowed Laxey and its allies to arrange the sale of a controlling stake totaling more than 33.3% of share capital, without having to make the statutory purchase offer to other shareholders. At the same time Laxey asked the SWX Swiss Exchange if it could be exempted from having to report its acquisition of a 33.3% stake in Implenia if this stake was assembled by means of certain financial structures (contracts for difference). The current takeover offer has to be seen in the light of the failure of these two requests. The offer has not been made with the intention of actually taking over Implenia, but solely to tie up an even larger parcel of shares so that these can be sold at a premium later on without allowing other shareholders to participate. The Takeover Board, with its recommendation of 16 November 2007, has put a stop to this plan at least partially and until summer 2008.
Laxey´s methods are designed to circumvent the existing laws and stock exchange regulations to the detriment of previous shareholders who sold their shares too cheaply because they didn´t know about the build up of Laxey´s stake, and to the detriment of current shareholders who would be denied a fair premium if control of the company were to change hands. The price of CHF 33.23 per share offered to shareholders in the current takeover bid was 8% lower than the market price at the time Laxey announced the offer. It does not in any way reflect the company´s current value or potential.
The Board of Directors rejects the offer as not being in the interests of shareholders or the company. It recommends that all shareholders reject the offer and refuse to sell Laxey any shares. The Board will publish a formal report on the offer within the statutory deadline. The Board is convinced that its own strategy will generate considerably more value for shareholders in the medium and long term than Laxey is offering.
In order to clarify the situation, the Board of Directors has decided to convene an extraordinary general meeting on 14 December. It is confident that the required majority of shareholders will agree with its stance and reject the abolition of the registration restrictions that are so important for Implenia´s future. Two years after the merger of Batigroup and Zschokke, Implenia employs around 6,000 people and is delivering a dynamic and very promising performance. Removal of the registration restrictions would take away the commercial foundations of the company´s project development work and threaten many of these 6,000 jobs.
end of announcement euro adhoc 19.11.2007 10:30:00
Further inquiry note:
Aloys Hirzel
Hirzel. Neef. Schmid. Konsulenten
Telephone +41 43 344 42 42
Branche: Building materials
ISIN: CH0023868554
WKN: 2386855
Index: SPI, SSCI, SPIEX
Börsen: SWX Swiss Exchange / official market