M&A deals in Switzerland are regulated by two pieces of legislation - CartA & MCO. The authorization to oversee M&A transactions in Switzerland is vested in ComCo.
Those planning to initiate an M&A transaction in Switzerland should keep in mind that such transactions include:
- statutory mergers of previously independent enterprises;
- establishing control over a previously independent enterprise or parts thereof; purchasing minority stakes in Swiss companies requires no regulatory compliance, (the only exception are cases in which effective control is handed over to minority stakeholders).
Obtaining special permissions is required if an M&A includes:
- real estate companies;
- media outlets.
Creating a JV in Switzerland: JV Types
There’s 3 types of JVs regulated by M&A legislation:
- JVs resulting in gaining control over existing enterprises;
- JVs resulting in gaining joint control over existing JVs, if the latter are autonomous economic entities & been in business for an extended duration of time;
- JVs resulting in the establishment of a new JV in Switzerland, if the latter is an autonomous economic entity & if economic activities of at least one of umbrella companies will be carried out by a newly created JV.
Switzerland: M&A Transactions Involving Foreign Companies
Mergers of foreign companies are possible, provided that the relevant thresholds are met. Upon reaching the threshold values related to turnover, submitting transaction-related documentation is required prior to an M&A deal.
Switzerland: Foreign Investment
There’s no specific legislation prohibiting or requiring special verification of foreign investments in Switzerland. However, foreign investment in Swiss companies operating in certain regulated industries may require government approval. For instance, special permits are required if a decision has been made to initiate a bank merger in Switzerland or conclude a merger of real estate companies.
Purchasing or controlling a Swiss-registered bank requires obtaining a license from the FINMA prior to commencing a transaction .
Those seeking to conclude an M&A deal in Switzerland should keep in mind that they will need to obtain special permits to be able to purchase companies in the broadcasting, telecommunications, nuclear & air transport sectors.
Considering concluding an M&A deal in Switzerland? Need advice on M&A regulation in Switzerland? Why not contact IQ Decision UK?