The Board of Directors of Implenia AG is aware of the preliminary notification published this morning of a public offer to acquire the entire share capital of Implenia AG.
Its position on this matter is as follows:The price offered to shareholders of CHF 33.23 per share is significantly lower than the market price prior to the publication of the acquisition offer, and it does not reflect the current value nor the potential of the company in any way. The Board of Directors believes that this is not a serious offer and designed to allow Laxey to increase its shareholding without having to submit an adequate offer to the shareholders. This behavior is consistent with Laxey’s strategy so far. Laxey has built up its stake in Implenia in apparent breach of the relevant stock exchange regulations and has tried several times to force the Board to register the shares it has secretly acquired.
The Board of Directors therefore regards the takeover offer as unfair and rejects it as not being in the interests of the shareholders or the company. The Board also continues to refuse to register the shares held by Laxey beyond the stake of 4.9% that is already registered. This is because it believes that, based on the relevant legislation (Lex Koller), registering the additional shares would destroy value that has been created and threaten or impede Implenia’s further development. This is particularly the case since Laxey has never been transparent about its intentions with regard to Implenia.
The Board of Directors will review the validity of Laxey’s offer and make a formal response within the legally required deadline. It recommends that in the meantime Implenia’s shareholders do not accept Laxey’s offer and do not sell their shares.
Contact:
Aloys Hirzel
Hirzel. Neef. Schmid. Counselors
Phone +41 43 344 42 42
Fax +41 43 344 42 40
Email aloys.hirzel@konsulenten.ch
D i e t l i k o n, 2 November 2007