News

The group of shareholders represented by VERAISON regrets the delaying tactics of the Board of Directors of Aryzta in relation to the Extraordinary General Meeting, which the group of shareholders requested on May 20, 2020. As publicly announced, the board envisages holding the Extraordinary General Meeting by mid-August at the earliest. Unfortunately, the efforts made by the group of shareholders to find an amicable solution and to hold the Annual General Meeting in due course have not been successful. The shareholder group had hoped that the delaying by the board would at least lead the way for a constructive solution. This would have been warranted in view of the support of the shareholder group by numerous financial analysts, institutional and private shareholders, both large and small, and other stakeholders.

The deliberate delay of the Extraordinary General Meeting leads to the unacceptable situation that the strategy review announced at short notice on 13 May 2020 should be completed before the Extraordinary General Meeting and thus before a comprehensive renewal of the Board of Directors. Since 2017, the existing board of directors has failed to set the right strategic course to focus and reduce the complexity of Aryzta. This has led to enormous value destruction for shareholders. It is unacceptable that before a renewal of the board and without taking all stakeholders into account, the strategy review, neglected for a long time, is now to be concluded on short notice with an investment bank. Under no circumstances can this be in the best interests of the company.

The determination of company strategy is one of the main tasks of the Board of Directors and should be carried out by the Board that manages the company on behalf of the shareholders over the longer term. We are convinced that the proven industry expertise of the independent candidates Urs Jordi, Heiner Kamps and Armin Bieri would bring valuable expertise to the ongoing strategy process.

The shareholders’ group therefore calls on the Board of Directors not to abuse the transitional period until the Extraordinary General Meeting and not to harm shareholders’ rights. Any measures to dilute shareholders’ rights, transactions with relevant assets at an inappropriate time, or changes in the strategic direction of Aryzta risk being deliberately made under a potential conflict of interest. Accordingly, the shareholder group reserves the right to take all necessary measures to protect the interests of all stakeholders.

The shareholder group remains open to constructive solutions in the interest of all stakeholders.

VERAISON Capital AG, acting on behalf of the VERAISON SICAV – Engagement Fund, has reduced its stake in Zehnder Group AG to below 3%.

Link to SIX disclosure

The Aryzta shareholder group led by VERAISON is strengthened by Heiner Kamps. As the largest shareholder of Aryzta AG, the shareholder group now holds 18.4% of the shares of the company. With his commitment as a shareholder, Heiner Kamps who is proposed by the shareholder group as candidate for the Board of Directors of Aryzta, further emphasizes his conviction in the value creation potential of the company. The shareholder group with Heiner Kamps is limited in time until the Extraordinary General Meeting.

Urs Jordi, proposed by the shareholder group as new Chairman, withdraws from the Board of Directors of the Vandemoortele Group (Belgian bakery products company). This ensures his independence and increases his time availability for Aryzta.

The shareholder group is pleased with the numerous positive responses from various stakeholders, analysts and investors regarding the requested renewal of the Board of Directors of Aryzta and the intended strengthening of the bakery industry expertise.

Zurich, 21 May 2020 – The VERAISON-led shareholder group, with 17.8% the largest shareholder of Aryzta, aims to strengthen the Board of Directors immediately in order to help rebuild trust in Aryzta for all stakeholders. At the same time, the shareholder group regrets that the Aryzta Board of Directors has so far shown no real willingness to cooperate constructively.

Aryzta’s Board has overseen significant and consistent value destruction for shareholders in recent years. Four of the current eleven members of the Board of Directors have been in office since 2016 or longer and share responsibility for the problems that have remained unresolved for years (also after the capital increase of 2018).

The shareholder group proposes that an Extraordinary General Meeting be held to strengthen the Board of Directors with new members with recognized experience in the bakery industry. The four Board members Gary McGann, Dan Flinter, Annette Flynn and Rolf Watter, who have been in office since at least the end of 2016, should be replaced by industry experts. In line with modern corporate governance standards, Kevin Toland should be able to focus on his CEO function and shall no longer be a member of the Board of Directors.

The shareholder group proposes the election of Urs Jordi, Armin Bieri and Heiner Kamps, whereby Urs Jordi is proposed as Chairman of the company. Urs Jordi, former Head Aryzta Europe and former CEO of listed Hiestand Holding AG, is an established industry leader. Armin Bieri has many years of industry experience, including as CEO Hiestand/Aryzta Switzerland and CEO Aryzta Food Solutions Asia Pacific. Heiner Kamps is a successful German food entrepreneur. He founded and built up the bakery chain Kamps. Afterwards Heiner Kamps was, among other activities, co-owner of the fast food chain Nordsee as well as CEO and Chairman of the Müller Dairy Group.

The shareholder group has requested an Extraordinary General Meeting and looks forward to receiving the support of other shareholders so that Aryzta can create value for all stakeholders in the future.

VERAISON is pleased about the very positive developments at Comet. The company is excellently positioned for a continued successful future. VERAISON has financially reduced its engagement in Comet, but remains firmly invested.

Link to SIX disclosure

VERAISON Capital AG, acting on behalf of the VERAISON SICAV – Engagement Fund, has reduced its stake in Orell Füssli Holding AG to below 3%.

Link to SIX disclosure

Zurich/Madrid, May 13, 2020 – VERAISON, Zurich and Cobas Asset Management (Cobas), Madrid have formed a shareholder group holding 17.3% of the shares in Aryzta AG. The two shareholders have joined to actively support improvements in the company.

The shareholder group believes that Aryzta trades at a significant discount to the intrinsic value. Despite the capital increase of CHF 900 Mio in 2018, the market valuation decreased significantly compared to the overall market. Trust in Aryzta must be rebuilt. Only in this way can Aryzta create value for all stakeholders again.

The shareholder group is convinced that the food industry offers sustainable value creation potential even in the environment currently shaped by COVID-19. The shareholder group believes that Aryzta should be more focussed and significantly reduce the complexity of the group.

The shareholder group hopes to drive the needed improvements in a constructive dialogue with the company to reposition Aryzta on solid foundations.

VERAISON will have the leading role in this process.
For media enquiries: Veraison Capital AG, Zurich/Switzerland – Gregor Greber; info@veraison.ch

VERAISON Capital Ltd., Zurich, on behalf of the VERAISON SICAV – Engagement Fund, has increased its shareholding in Aryzta AG to 7.3%.
On the relevant date for the regulatory disclosure (May 4, 2020) the shareholding was equal to 6.8%.

Link to SIX Exchange Regulation disclosure

VERAISON Capital Ltd., Zurich has acquired for the VERAISON SICAV – Engagement Fund a 3.2% stake in Aryzta AG, Zurich. This corresponds to 31’681’672 registered shares.

Link to SIX Exchange Regulation disclosure

On 1 May 2020, Paul McNulty joins VERAISON Capital’s investment team as a new partner. Since 2015, Paul McNulty has worked as Senior Investment Analyst for Sterling Strategic Value, an engaged shareholder focusing on small and mid-cap companies. Previously, he spent 15 years as a Senior Fund Manager at Setanta Asset Management, a global value-oriented investor with over €10 billion of assets under management. Paul McNulty is a CFA Charterholder and began his career as a consultant with PriceWaterhouseCoopers.

Further, Werner Rutsch was newly elected to the Board of Directors of VERAISON Capital. Werner Rutsch has been Head of Institutional Business and member of the Executive Board of AXA Investment Managers (Switzerland) for 10 years. Previously he held management positions at various Swiss banks. He replaces Dieter Schärer on the Board of Directors, who will resign after 5 years. VERAISON would like to thank Dieter Schärer for his excellent support and good collaboration since the launch of the fund.

The AGM 2020 of VERAISON SICAV was held today in accordance with Art. 6a of the Ordinance 2 on measures to combat coronavirus.

On the 7th of April 2020 the shareholders of VERAISON SICAV approved all recommendations of the Board submitted to the Annual General Meeting in accordance with the AGM invitation dated March 5, 2020. In particular Roman Kurmann, Gregor Greber, Alexander Kaiser, Bernhard Fuchs and René Bernhard were confirmed as members of the Board for a further one-year term. In addition, the investment regulations have been strengthened to enhance further Engagement-Options for the VERAISON SICAV Engagement Fund.

The Board of Directors thanks all shareholders for their ongoing trust and commitment.

Dear Investors,

The Board of Directors is pleased to invite the shareholders to the Annual General Meeting and Investor Day of VERAISON.

VERAISON SICAV Annual General Meeting
Tuesday, April 7, 2020, at 11am (doors open at 10.30am)
Restaurant Widder, Widder Saal, Augustinergasse 24, 8001 Zürich

At this year’s investor event, we are focusing on the importance of the Chairman of the Board of Directors for sustainable change. We are pleased to welcome as speakers

• Heinz Kundert, Comet Holding AG ad-interim CEO and Chairman
• Valentin Chapero, Chairman Ascom Holding AG
• Keynote by Thomas Moser (Swiss National Bank and Board member Orell Füssli) on the question: “Negative interest rates – necessary evil?

IMPORTANT: Please consult the official invitation as published in the Swiss Commercial Gazette (SOGC) for the agenda items as well as further information on ordering voting material and arranging proxies.

VERAISON SICAV Engagement Fund
The Board of Directors

The shareholder group of VERAISON, Luxempart and Loys, which holds together 15.9% of Ascom’s share capital, supports the announced strengthening of Ascom’s operational leadership and Chairman of the Board of Directors.

The shareholder group welcomes the confirmation of Jeannine Pilloud as CEO and the nomination of Valentin Chapero as Chairman of the Board of Directors. Ms. Pilloud’s focus on her leadership Role and the separation of the Board of Directors from the operational management are in the interests of all stakeholders and in line with good corporate governance.

To ensure the independence of the Chairman and to fulfil the increased workload at Ascom, Valentin Chapero is retiring from his operational functions at VERAISON Capital. As committed shareholders, VERAISON and Valentin Chapero are assuming further responsibility to accompany Ascom on its path to success together with the shareholder group in the interest of all stakeholders.

Following constructive discussions with Implenia and the positive developments in connection with the inclusion of all shareholder interests in shaping the future for the Development Division, VERAISON sold its 1.9% stake in Implenia. VERAISON is also pleased that the anchor shareholder (Parmino Holding and Max Rössler) is again on good terms with Implenia.

The shareholder group VERAISON, Parmino and Max Rössler is pleased that Implenia has taken up the idea of separating  its development business from the construction activities. The path taken is the right one, but it must be implemented more consequently. Most importantly, current Implenia shareholders must be able to participate fully. The shareholder group is also proposing to complement the Board of Directors and, in particular, to strengthen it with competencies from the two core activities of development and construction. VERAISON, Parmino and Max Rössler have therefore decided to call for an Extraordinary General Meeting. At this Extraordinary General Meeting, the shareholders will also decide, by a consultative vote, whether to draw up a plan for the formation of a Real Estate AG by means of a consequent spin-off and an immediate stock exchange listing.

For the completion of the Board of Directors, competent experts will be proposed to the shareholders for election: Peter Bodmer, Andreas Alsen and Leo Mittelholzer will newly stand for election. In case of their election, they assure the shareholders of the services at significantly lower compensations. These three respected industry experts with longstanding competencies in the areas of development, construction industry and construction strategy have been appointed to replace the current Chairman of the Board of Directors Hans Ulrich Meister and Board member Ines Pöschel at the Extraordinary General Meeting. In future, a newly designed Board of Directors will ensure that Implenia is following a more up-to-date corporate governance and that it strengthens its own talents and management personnel.

The planned spin-off shall be made in form of a stock dividend or a similar structure to secure value for all shareholders.