Capital raise Meyer Burger
2. December 2016
VERAISON has been mentioned by Meyer Burger in today’s media release regarding the planned capital raise.
We are committed to a transparent communication with our investors and other parties.
VERAISON has been mentioned by Meyer Burger in today’s media release regarding the planned capital raise.
VERAISON welcomes Meyer Burger’s recently announced recapitalization program. This is in the interest of all stakeholders as it will ensure that the company is sustainably financed. Meyer Burger will now be able to realize the full potential of its technology.
VERAISON Capital AG, Zurich, has acquired for the VERAISON SICAV – Engagement Fund a 16.3% stake in Calida Holding Ltd., Oberkirch. This corresponds 1’319’411 registered shares.
Link to Ad-hoc News of Calida Holding Ltd.
Link to SIX Exchange Regulation disclosure
VERAISON Capital Ltd., Zurich has acquired for the VERAISON SICAV – Engagement Fund Meyer Burger convertible bonds due in 2020 with a nominal value of CHF 13.3m (MBT 14; ISIN CH0253445131). This corresponds to 13.3% of the total bond issue.
On behalf of the VERAISON SICAV – Engagement Fund, VERAISON Capital Ltd, Zurich has increased its shareholding in Leonteq Ltd, Zurich to 5.01%. This corresponds to 798’361 registered shares.
VERAISON Capital AG, Zurich, has acquired for the VERAISON SICAV – Engagement Fund a 3.22% stake in Leonteq AG, Zürich. This corresponds 513’587 registered shares.
At the AGM on April 12th 2016, the shareholders of Mikron Holding AG approved the proposal of VERAISON to transfer decision rights regarding a potential delisting from the Board to the General Meeting and to subject such a decision to a higher quorum.
At the AGM on April 13th 2016, the shareholders of Ascom Holding AG approved the proposal of the Board to elect Valentin Chapero Rueda as a new member of the Board. VERAISON is very pleased with the election of its co-founder and partner.
Last Friday, 10th of April the shareholders of VERAISON SICAV unanimously followed the recommendations of the Board and approved all proposals submitted at the 1st Annual General Meeting. In particular, they unanimously confirmed Gregor Greber, Alexander Kaiser and Bernhard Fuchs as members of the Board for a further one-year term. In addition, shareholders elected Michael Otte as a new member to the Board. A detailed list of all proposals that were submitted for a vote at the 2016 AGM can be found in the Swiss Official Gazette of Commerce.
At the AGM, 17% of all voting rights were present. The Board wishes to thank all shareholders for their trust and commitment.
On February 26th 2016, Komax Holding AG disclosed VERAISON SICAV’s agenda item for the AGM on May 12th 2016, in which VERAISON proposed that the Board of Directors be reinforced with two experienced and financial professionals. On March 14th 2016, Komax announced the signing of its sale agreement for Komax Medtech. A few days thereafter, the Board of Komax communicated that it rejects the proposal of VERAISON. Komax made the argument that there was no short-term need for a significantly larger Board of Directors due to the recent divestments of the Solar business and Komax Medtech and the simplification of the structure of the company. We understand and acknowledge this point and have therefore decided to appropriately adjust our proposal for reinforcement of the Board. We therefore now recommend to shareholders that they only elect Andreas Herzog, CFO of the Bühler Group, to the Board of Komax.
With the election of Andreas Herzog, the Komax Board will be significantly strengthened in key topics around capital allocation, generating scale effects, and the post-merger integration of acquired companies. We estimate that even after accounting for the sale proceeds from Medtech, Komax has lost a nearly triple-digit million Swiss Franc amount in shareholder value through its acquisitions outside of the core Wire business. We welcome the new strategy of focusing on the Wire business and only acquiring smaller adjacencies along the Wire value chain. We caution, however, that even the acquisition of small adjacencies and the expansion into new customer segments such as Aerospace, Telecom, or Industrial will require best-in-class expertise in capital allocation, the generating of scale effects, and post-merger integration, all of which Andreas Herzog brings to the table.
VERAISON is convinced that improved cost control will enable Komax Wire to further increase its profitability and aim for new financial targets. VERAISON reiterates its position that a reinforced Board will provide the necessary complementarity to fully develop a global company like Komax. We are generally pleased with our constructive exchanges on strategic issues up until now. However, we take issue with the fact that the Komax Board refused to interview or even contact our highly-qualified candidates, despite our initial recommendation nearly six months ago and numerous follow-up requests. We additionally regret that the Board of Directors chose to omit from its AGM invitation any mention of VERAISON’s explanations or reasoning for its agenda items, despite our explicit request to do so.
Komax Holding AG is a public company owned by its shareholders. As the largest shareholder of Komax with around 6% of its capital, we call on the Board to let all shareholders decide in a fair and transparent manner whether a reinforcement of the Board of Directors with an experienced financial professional is in the best interest of the company.
VERAISON Capital AG, acting on behalf of the VERAISON SICAV – Engagement Fund, has reduced its stake in Rieter Holding AG, Winterthur, to below 3%
VERAISON welcomes the decision of the Board of Directors of Mikron Holding Ltd. to support the proposal of VERAISON SICAV. According to this proposal, decision rights regarding a potential delisting of Mikron from the stock exchange shall be transferred away from the Board of Directors to the shareholders directly via a shareholder meeting. The Board of Directors thereby confirms its commitment to Mikron as a listed company, and also shows that it takes the interests of shareholders very seriously, especially those of minority shareholders. VERAISON is convinced that this proposal will enjoy the support of the shareholders at the AGM. This in turn will make Mikron the first company in Switzerland to introduce into its Articles of Incorporation this important element of minority shareholder protection.
The Board of Directors is pleased to invite shareholders to the first General Meeting of the VERAISON SICAV.
VERAISON SICAV – Ordinary General Meeting
Friday, April 8, 2016 at 13:30
Kaufmännischer Verband Zurich, Salon “Hermes”
Entrance at Talacker 23, 8001 Zurich
At this shareholder meeting, the VERAISON team will inform shareholders of general developments in the portfolio of the VERAISON SICAV – Engagement Fund.
IMPORTANT: We ask shareholders who wish to attend the General Assembly to consult the official invitation in the Swiss Official Gazette of Commerce (SOGC) where the agenda items will be listed in full detail and where further information can be found regarding ordering admission cards and issuing a power of attorney.
VERAISON SICAV
The Board of Directors
On behalf of the VERAISON SICAV – Engagement Fund, VERAISON Capital AG, Zurich has increased its shareholding in Ascom Holding AG, Baar to 5.018%. This corresponds to 1’806’327 registered shares.
VERAISON SICAV has filed an agenda item for the next AGM of Mikron Holding Ltd. on April 12, 2016. VERAISON SICAV has specifically requested that decision rights regarding a potential delisting from the stock exchange be transferred away from the Board of Directors to shareholders directly via a shareholder meeting.
VERAISON believes strongly in the future of Mikron as a publicly traded company and is of the opinion that a delisting or going private would not be in the best interests of public shareholders. This aligns with the opinion of the Board of Directors as expressed in the context of the Board’s support for the dissolution of the previous shareholders’ agreement on March 19, 2014. VERAISON has proposed this agenda item to generally reduce the risk of a delisting from the stock exchange. VERAISON is confident that this proposal will be supported both by the Board of Directors and by other shareholders.
VERAISON welcomes the decision of the Board of Directors to propose at the AGM on April 13, 2016 that Valentin Chapero, partner at VERAISON Capital AG, be elected as a new member of the Board.
VERAISON currently holds 4.9% of the registered shares of Ascom Holding Ltd. (1’766’327 shares) and looks forward to continued long-term engagement.
