The Board of Directors of Implenia AG, Switzerland's leading contractor and service provider in the construction industry, has tightened its defence mechanisms to protect the company from hostile takeover bids.
Zurich, 8 June 2007 – In a letter to shareholders, the Board states that it is determined to protect the interests of all shareholders. This declaration was prompted by the plans of the newly emerged major shareholder, British hedge fund Laxey Partners, to force Implenia into a strategic change of course and thereby to push through its own agenda. In order to prevent the exertion of such an influence, the Board of Directors has specified conditions which a major shareholder would have to fulfil in the event of a takeover in order to be entered in the share register and exercise its voting rights.As a general principle, a major shareholder of foreign nationality is not entered in the register as this would jeopardize Implenia's real estate development business owing to the provisions of Lex Koller. The Board of Directors of Implenia AG will only diverge from this principle if the price paid or offered to other shareholders has been appraised as adequate by independent fairness opinion under specific consideration of the value of the real estate project development business. That means the price paid or offered would have to represent adequate compensation to all shareholders for any losses that would be suffered by Implenia's real estate development business as a consequence of the entry of a major foreign shareholder in the share register. The Board of Directors also demands that all shareholders be offered the same price, i.e. no shareholder group would receive preferential treatment.
These decisions by the Board are intended to ensure equal treatment for all shareholders. They are also a reiteration of Board of Directors' conviction that Implenia is best able to generate sustainable value for its shareholders as an independent company. The Board of Directors will only revoke its decisions regarding entry in the register of a foreign shareholder if a general meeting of Implenia's shareholders votes to annul the defence mechanism prescribed by the articles of incorporation.
In its letter to shareholders, the Board of Directors further explains that the future growth of Implenia will be driven by the real estate business in Switzerland as well as by internationalization of its activities. To optimize the opportunities and risks, Implenia intends to pursue a clearly defined niche strategy abroad. This will focus on concession deals as well as public-private partnerships – realizing construction projects in tandem with public-sector partners.
Contact:
Mr. Aloys Hirzel
Hirzel.Neef.Schmid.Konsulenten
Telefon +41 43 344 42 42
Fax +41 43 344 42 40