Art. 41

(Art. 135, 136 para. 1 FinMIA)

1. In the cases outlined under Article 136 paragraph 1 FinMIA and in other justified cases, a person obliged to make an offer may be exempted from the duty to make an offer if there is good cause for doing so.
2. Further justified cases under Article 136 paragraph 1 FinMIA are particularly those cases where:
   1. the acquiring person cannot control the target company because another person or group has a higher voting share;
   2. a member of an organised group in accordance with Article 136 paragraph 1 letter a FinMIA exceeds the threshold individually; or
   3. the previous acquisition was made indirectly (Art. 32), provided this acquisition is not one of the main purposes of the transaction and the interests of the target company's shareholders remain preserved.
3. When granting exceptions conditions may be attached; in particular the acquiring person may be made subject to certain obligations.
4. The conditions under paragraph 3 transfer to a legal successor who acquires a shareholding exceeding 33⅓% even if the legal successor is exempt from the duty to make an offer under Article 136 paragraph 2 FinMIA.