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Novartis Public Tender Offer
On 9 July 2008 five major shareholders of Speedel informed the Board of Directors
that they agreed to sell all their registered shares to Novartis at a price
of CHF 130.00 per registered share. After acquiring these shares Novartis held
a 61.4% stake in Speedel and announced plans to buy the remaining shares in
a mandatory public tender offer at the same price. This public tender offer
started 11 August 2008.
The Board analysed Novartis’s tender offer at a price of CHF 130.00 per
Speedel share in cash and benchmarked it in several ways. The Board, together
with its financial advisor Merrill Lynch International, came to the conclusion
that the price offered by Novartis adequately reflects the current value of
Speedel’s shares (see below for the report of the Board of Directors as
well as Merrill Lynch International’s Fairness Opinion).
The Board of Directors of Speedel welcomes the public tender offer of Novartis,
which the Board considers to be in the best interest of its shareholders and
all other stakeholders. The Board recommends to its shareholders to accept the
offer of Novartis and to tender their shares.
Following completion of the mandatory public tender offer, Novartis announced
on 25 September 2008 that it holds 99.8% of the current outstanding public shares
in Speedel Holding Ltd. A “squeeze out” procedure is underway
to cancel remaining shares under the same terms of the public tender offer (CHF
130 per share). This procedure, which is governed by Swiss law, is expected
to close in early 2009. The shares of Speedel Holding Ltd. will be delisted
from the Swiss Stock Exchange upon completion of the cancellation procedure.
For information on Novartis see www.novartis.com.