SCHMOLZ + BICKENBACH is informed of the acquisition by BigPoint Holding AG of the shares of SCHMOLZ + BICKENBACH Beteiligungs GmbH
THIS COMMUNICATION OR THE INFORMATION CONTAINED THEREIN ARE NOT BEING ISSUED AND MAY NOT BE DISTRIBUTED IN THE UNITED STATES OF AMERICA, CANADA, AUSTRALIA OR JAPAN AND DO NOT CONSTITUTE AN OFFER OF SECURITIES FOR SALE IN SUCH COUNTRIES.
Lucerne, January 7, 2020 – SCHMOLZ + BICKENBACH, a global leader in special long steel, was informed that BigPoint Holding AG, which is controlled by Martin Haefner, has fully acquired the shares of SCHMOLZ + BICKENBACH Beteiligungs GmbH. At the same time, SCHMOLZ + BICKENBACH Beteiligungs GmbH withdrew its appeal to the Swiss Federal Administrative Court against the granting of an exemption in favor of BigPoint Holding AG.
As BigPoint Holding AG informed SCHMOLZ + BICKENBACH on January 6, 2020, BigPoint Holding AG fully acquired the 10.09% stake (pre-capital increase; 4.7% after capital increase) of SCHMOLZ + BICKENBACH Beteiligungs GmbH in SCHMOLZ + BICKENBACH AG. In the SCHMOLZ + BICKENBACH Beteiligungs GmbH, the interests of the descendants of the founding families were bundled. With the acquisition of the participation and after completion of the capital increase approved by the Extraordinary General Meeting of SCHMOLZ + BICKENBACH AG on December 2, 2019, Martin Haefner will directly and indirectly hold approximately 49.6% of the share capital of SCHMOLZ + BICKENBACH AG.
Simultaneously with the sale of its stake to BigPoint Holding AG, SCHMOLZ + BICKENBACH Beteiligungs GmbH notified the Board of Directors of SCHMOLZ + BICKENBACH AG of the withdrawal of an appeal filed with the Swiss Federal Administrative Court. The appeal was directed against the exemption granted to BigPoint Holding AG by FINMA from a mandatory offer in the course of the capital increase.
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This communication constitutes neither an offer to sell nor a solicitation to buy securities of SCHMOLZ + BICKENBACH AG and it does not constitute a prospectus or a similar notice within the meaning of article 652a and/or article 752 of the Swiss Code of Obligations or a listing prospectus within the meaning of the listing rules of the SIX Swiss Exchange. The offer and listing will be made solely by means of, and on the basis of, a securities prospectus which is to be published. An investment decision regarding the publicly offered securities of SCHMOLZ + BICKENBACH AG should only be made on the basis of the securities prospectus. The securities prospectus is available free of charge at SCHMOLZ + BICKENBACH AG, Landenbergstrasse 11, CH-6005 Lucerne (telephone number: +41 (0) 41 581 40 00, facsimile: +41 (0) 41 209 51 04 or email: email@example.com).
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The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to US persons (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the offering in the United States, and does not intend to conduct a public offering of securities in the United States. The offering of the securities will only be made outside the United States to non-U.S. persons in offshore transactions in reliance on Regulation S under the U.S. Securities Act ("Regulation S").
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