DGAP-Adhoc PIERER Mobility AG: Preparation for the simplification of the shareholding structure with Bajaj
DGAP-Ad-hoc: PIERER Mobility AG / Key word(s): Strategic Company Decision
Ad hoc release Wels, 3 February 2021
PIERER Mobility AG: Preparation for the simplification of the shareholding structure with Bajaj
- Opting-Out from Swiss Takeover Law
- Extraordinary shareholders' meeting
Simplification of the Shareholding Structure of the listed PIERER Mobility AG
As announced at the end of November 2020, discussions are being held between Pierer Industrie and Bajaj on simplifying the shareholding structure. In this context, the possibility of transferring Bajaj's 48% stake in the operating KTM AG to PIERER Mobility AG is being examined, with the Pierer-Group continuing to retain the controlling majority over PIERER Mobility AG.
Convening of an Extraordinary General Meeting - Opting-Out from Swiss Takeover Law
In preparation for a possible implementation of the simplification of the shareholding structure, the takeover regulations are to be coordinated in a first step due to the dual listing on the Six Swiss Exchange and Frankfurt Stock Exchanges.
For this purpose, PIERER Mobility AG will convene an extraordinary shareholders' meeting for February 26, 2021. At this shareholders' meeting, the new inclusion of a provision in the Articles of Association will be proposed, which includes an opting-out according to Swiss takeover law. An opting-out in the Articles of Association means that whenever there is no obligation to make an offer under the provisions of Austrian takeover law, there is also no obligation to make an offer under Swiss takeover law. If, on the other hand, there is a mandatory offer under Austrian law, the provisions of Swiss takeover law must still be observed. The Swiss Takeover Board has determined in its decision of 2 February 2021 that the inclusion of the opting-out clause is valid pursuant to art. 125 para. 4 FinMIA, provided that (i) the shareholders of PIERER Mobility AG are informed transparently about the introduction of the opting-out clause and its consequences and (ii) the majority of the present votes and the majority of the present votes of the minority shareholders at the general meeting of PIERER Mobility AG approve the relevant provision of the Articles of Association. The decision of the Swiss Takeover Board is available on the company's website www.pierermobility.com/en/investor-relations/corporate-governance in the section "Articles of Association".