News

VERAISON is pleased about the significant strengthening of the Board of Directors through yesterday’s elections at the AGM and the good progress regarding the strategy implementation. As a result of such progress, the VERAISON SICAV Engagement Fund has reduced the shareholding (SIX disclosure of today). The engagement has developed very positively since the position was built up in March 2020, with a performance of over 100%. In addition to contributing previously missing competencies (industry expertise and finance) in the Board of Directors, the necessary simplification of the business model was initiated and a credible plan for the company’s continued independence was launched. The positive developments have revived the confidence of new investors and existing analysts. Thanks to the focus on a core region by means of divestments, debt will be reduced and the continued independence of the company will be secured. The renewal of the Board of Directors was achieved in two steps and is an essential prerequisite for the successful development of Aryzta in the future.

VERAISON is not participating in the speculation about a possible takeover.  We are convinced that the Board of Directors protects the interests of all shareholders in connection with a takeover bid in accordance with its fiduciary duties. We are pleased with the significant progress and remain invested.

VERAISON Capital welcomes the termination of Aryzta’s negotiations with Elliott Advisors (UK). This finally clears the way for the company to successfully pursue an industrial solution under the new leadership and to take advantage of the available options. The vote of the shareholders is respected and the confidence of the capital market is secured. VERAISON is looking forward to further positive news until the Annual General Meeting.

On September 10, 2020, both Elliott Advisors (UK) Limited and Aryzta AG publicly announced that they have entered into advanced discussions regarding a potential public tender offer. Meanwhile, more than 40 days have passed since this announcement and Aryzta has held an Extraordinary General Meeting and published the annual results for 2019/20. VERAISON as a major shareholder requests that the discussions with Elliott Advisors should be brought to a swift conclusion. VERAISON expects both Aryzta and Elliott Advisors to comply with the “Put Up or Shut Up” rule and to provide clarity by the end of this week regarding the potential takeover offer. This is in the best interest of all stakeholders as it allows the company and the new leadership to implement any required measures without delay.

The shareholder group represented by VERAISON is pleased to note that a large majority of Aryzta’s shareholders supported their proposals to renew and strengthen the Board of Directors. The shareholders sent a clear signal for a successful future development of Aryzta under the leadership of Urs Jordi as Chairman of the Board. The election of the independent directors Urs Jordi, Heiner Kamps and Armin Bieri will significantly strengthen the Board’s experience and network in the bakery industry.

The EGM paves the way for simplifying and focusing Aryzta as well as enhancing the significant value potential of the company. VERAISON and Cobas Asset Management are convinced that the renewed Board of Directors will quickly restore the confidence of investors in Aryzta and contribute to a positive development of the company. The aim is to rebuild shareholder value and to review all strategic alternatives in the best interest of all stakeholders.

The shareholder group created by VERAISON and Cobas on May 13, 2020, aimed to facilitate the strengthening and renewal of Aryzta’s Board of Directors. This has been achieved. The shareholder group was therefore dissolved following the EGM. VERAISON and Cobas remain invested in the company as the two largest shareholders of Aryzta. Heiner Kamps was elected as independent director and is consequently no longer part of any shareholder group.

The shareholder group around VERAISON, Luxempart and Loys with 16.4% of Ascom’s share capital was formed on 7 August 2019 following a strategy review. The aim was to support the company as a strong shareholder on its way back to success. The investment was further slightly expanded in the wake of the COVID crisis. The path taken by Ascom is successful. Both the appointment of the new executive management team with CEO Jeanine Pilloud and CFO Dominik Maurer as well as the renewal of the Board of Directors with experienced industry leaders around Chairman Valentin Chapero were successful.

The company has reported good operational progress and a significantly strengthened balance sheet with its half-year 2020 results. The recent project wins confirm that Ascom is on a good path to a successful future in the growing ICT/ICU market – particularly in the hospital segment.

In light of these positive developments VERAISON with 9%, Luxempart with 4% and Loys with 3% have decided to dissolve the shareholder group, but will remain independently committed to Ascom.

The shareholder group represented by VERAISON takes note of Aryzta’s news release from September 10, 2020. The shareholder group expects that the Extraordinary General Meeting next Wednesday (September 16, 2020) will be held as planned to finally allow shareholders to exercise their voting rights.

The shareholder group points out that the newly composed Board of Directors will also have the fiduciary duty to carefully examine concrete takeover offers and to evaluate the best alternatives for the company and all its shareholders.

The shareholder group represented by VERAISON is pleased that all proxy advisors support the need for a comprehensive renewal of the Board of Directors of Arzyta. At least two of the three shareholder group’s candidates are supported by all proxy advisors. Glass Lewis and Inrate also support the election of Urs Jordi as Chairman of the Board of Directors of Aryzta and oppose the candidate proposed by the current Board.

The shareholder group is convinced that the new chairman must not only have a deep knowledge of the bakery industry, but also a broad network in the industry to put Aryzta back on the right track. Furthermore, he must have sufficient time to address the challenges immediately. Urs Jordi meets all these requirements and is therefore the right candidate to be Chairman of the Board of Aryzta. The alternative candidate, Andreas Schmid, on the other hand, serves on numerous boards and has still not yet communicated from which mandates he would resign and when, to have enough time to focus on Aryzta.

The shareholder group advises all shareholders to vote in advance of the Extraordinary General Meeting on 16 September 2020 (electronically or via the independent proxy). The shareholder group is concerned about the threat of yet another disruptive manoeuvre to influence the outcome of the shareholder vote. In contrast to the published invitation and the information on Aryzta’s website, one proxy advisor prominently points out in their report of August 26 that the EGM will take place without the physical presence of shareholders. Aryzta has so far not commented on this despite further enquiries. We are concerned that shareholders planning to attend the EGM physically may learn too late that they must cast their votes electronically or via the independent proxy.

The shareholder group calls on the Board of Directors of Aryzta to clarify without delay how it intends to conduct the EGM so that all shareholders can exercise their voting rights and enable the necessary strengthening of leadership at Aryzta.

It is also important to note that shareholders who have already voted based on the original EGM invitation (before the nomination of Andreas Schmid), must vote again to ensure that their votes are counted. The current Board of Directors intends to declare all votes invalid which it received prior to 18 August 2020.

Du to expiry, the purchase obligations of Veraison SICAV for registered shares of Komax Holding AG have been reduced to less than 3% of the share capital.

Link to SIX disclosure

VERAISON Capital sold the remaining shares of the approx. 3% stake in Zehnder Group benefitting from the positive market momentum following the good H1-2020 results of the company.

The shareholder group represented by VERAISON takes note of the nomination of Andreas Schmid as Chairman of the Board of Aryzta. After discussions and further engagement attempts during the last weeks, his election is clearly rejected by the shareholder group. After continued delaying tactics as well as the public announcement of a strategic review and sales process, Aryzta needs more than ever bakery industry competence and trustworthy leadership. Urs Jordi, Heiner Kamps and Armin Bieri can stabilize the company immediately after the extraordinary general meeting. The shareholder group appreciates that the Board of Directors assured that the Extraordinary General Meeting will definitely take place on 16 September 2020. The shareholder group thanks all shareholders for their trust and the very positive comments and feedback received so far.

The group of shareholders represented by VERAISON notes that the Extraordinary General Meeting which it requested on 20 May 2020 will finally take place on 16 September 2020 – four months after the request was made. The Board of Directors of Aryzta continues to relentlessly employ delaying tactics. With the breach of its previous public commitment to hold the EGM by mid-August the Board is disrespecting the trust and fundamental rights of shareholders.

Since 2017, the current Board of Directors has failed to set the right strategic course to focus the company and reduce the complexity of Aryzta. The massive value destruction is a clear reflection of this. It is disconcerting that the Strategic Review announced at short notice in May 2020 by the Board of Directors of Aryzta has apparently failed to reach any conclusions. Rather, the sale of the company is now the apparent priority. This leads to unneeded confusion among employees, customers, suppliers, and other stakeholders. Apparently, the Chairman and the Board do not believe in the company’s future under their leadership.

The shareholder group will reject any strategic action that lacks transparency and believes that such actions must be reviewed by the new Board elected on September 16.  Also, the shareholder group will take any legal measures necessary to ensure the planned EGM goes ahead on 16 September 2020 in order to avoid further value destruction by the current Board in this transitional period.

The Chairman of the Board and two additional Board members have announced their resignations. This is a first step but clearly is not enough. The three independent candidates proposed by the shareholder group, Urs Jordi, Heiner Kamps and Armin Bieri, bring the industry expertise and leadership experience required to get Aryzta back on a solid footing.

The shareholder group is convinced that Aryzta’s shares trade at a significant discount to their intrinsic value. In our view, the company operates in fundamentally attractive markets, with strong positions in its core markets. Aryzta thus has a strong potential if the company takes the right path. The independent Board candidates have a clear view to focus on the core. This will reduce risks and can significantly increase value. The proposed leadership change has over recent weeks received strong support from many other shareholders and is in the best interest of all stakeholders.

The shareholder group represented by VERAISON has increased its stake in Aryzta to over 20%.

The shareholder group expects that the Board of Directors of Aryzta invites to the Extraordinary General Meeting without further delay. To ensure transparency for all interested parties, the shareholder group has published a detailed explanation of its motions for the EGM on the information platform www.simplify-aryzta.com.

A media conference will be held today, July 2, 2020 for media representatives and analysts.

VERAISON Capital AG today sold the remaining  holding of over 3% in Comet Group. VERAISON has been an engaged shareholder in Comet Group over the last 24 months. This partnership has achieved considerable added value, both for VERAISON investors and all other stakeholders. During this time, the company has not only refreshed the management team, but also strengthened strategy to focus directly on the semiconductor and electronics segments. VERAISON is pleased that Comet Group, under the leadership of Chairman Heinz Kundert, is in a stronger position to sustainably increase company value.

In recent weeks, VERAISON Capital, on behalf of the VERAISON SICAV Engagement Fund, has entered into purchase commitments for shares of Komax Holding AG, Dierikon, of more than 3% of the share capital.

The shareholders group led by VERAISON has launched the information platform «simplify-aryzta.com» in the interests of all shareholders and to ensure transparency. In the coming weeks, up-to-date information for shareholders and all other stakeholders will be made available.