Anyone who directly, indirectly or acting in concert with third parties acquires equity securities which, added to the equity securities already owned, exceed the threshold of 33⅓% of the voting rights of a target company, whether exercisable or not, must make an offer to acquire all listed equity securities of the company. Target companies may raise this threshold to 49% of voting rights in its articles of incorporation.
The price offered must be at least as high as the higher of the following two amounts:
the stock exchange price;
the highest price that the offeror has paid for equity securities of the target company in the preceding twelve months.
If the target company has issued several classes of equity securities, there must be an appropriate relationship among the prices offered for the various classes of equity securities.
FINMA shall issue provisions on the duty to make an offer. The Takeover Board shall have the right to put forward proposals.
If there are sufficient indications that a person has not met the duty to make an offer, the Takeover Board may take the following measures until the duty to make an offer has been clarified or, as appropriate, the duty to make an offer has been fulfilled:
suspend the voting rights and associated rights of this person; and
prohibit this person from acquiring further shares or acquisition or disposal rights relating to shares of the target company, be it directly, indirectly or acting in concert with third parties.
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