Initiating mergers or takeovers in Switzerland involves a transfer of liquidated entities’ liabilities & assets to newly registered companies. Conducting an M&A transaction requires getting approval of no less than ⅔ of stakeholders & ninety percent of holders of par-value stock.
Those wishing to conclude a transnational M&A deal in Switzerland must provide stakeholders of both companies with access to an M&A agreement, BoD's report, auditors’ verification & financial reports for the previous 36 months. M&A deals are deemed concluded from the moment they’re registered in a commercial register.
Switzerland: Types of Mergers
Foreign companies can directly merge with Swiss enterprises (acquisitions) or be merged with Swiss enterprises to form new Swiss entities (mergers). It’s important that the foreign companies’ jurisdiction should permit such a transaction.
Concluding immigration mergers requires Swiss companies to provide proof that foreign companies’ jurisdiction permits this kind of transaction. Immigration mergers are deemed concluded after they’re registered in a relevant commercial register.
Concluding mergers directly requires Swiss enterprises to prove that:
- a transfer of liabilities/assets won’t require liquidation procedure & result in termination of Swiss enterprises;
- Swiss enterprises' stakeholders’ rights will be honored.
In addition, they’re required to submit a certificate to a relevant commercial register, citing a relevant piece of foreign legislation or confirming that the transferring of liabilities & assets is allowed. Unless emigration mergers get the endorsement of ninety percent of Swiss entities’ stakeholders, the latter should be allowed to get the stakes of newly registered companies as compensation. M&A reports must be confirmed by properly certified & authorized auditors.
Those wishing to conduct a transnational M&A transaction in the Confederation of Switzerland should keep in mind they must adhere to Swiss M&A legislation. In particular, they’ll have to publicly inform a transaction’s creditors & provide them with an opportunity to seek a collateral within 60 days.
Conducting quasi-mergers in Switzerland involves contribution of foreign enterprises’ shares to newly created Swiss enterprises; in their turn, shares of Swiss enterprises are handed over to stakeholders of foreign enterprises. Please note that concluding M&A deals in the Confederation of Switzerland doesn't entail termination of foreign enterprises. Instead, they continue to operate as Swiss enterprises’ subsidiaries. For quasi-mergers to take place, approval of no less than ⅔ of stakeholders & ninety percent of holders of par-value stock is required. Evaluation of shares contributed by foreign enterprises’ stakeholders must be done by non in-house auditors. Quasi-mergers are deemed concluded after shares of newly established entities get registered in a relevant commercial register.
Acquiring Swiss PLCs: Transnational Structures
Those looking to purchase a Swiss PLC should keep in mind that nearly all transactions require holding a tender. If acquiring voting shares requires approval as per acquired companies’ MoU, an SM may be convened to lift this restriction.
Purchasing foreign PLCs by Swiss enterprises is frequently structured as an arrangement scheme; in its turn, purchasing Swiss PLCs by foreign enterprises is undertaken via a tender. Please note that transnational transactions require their participants to carefully plan their tax structure.
Considering concluding transactional M&A deals in the Confederation of Switzerland? Need advice on the regulation of M&A transactions in the Confederation of Switzerland? Please consider contacting IQ Decision UK.