Polyphor AG / Key word(s): Merger
15-Oct-2021 / 07:30 CET/CEST
Release of an ad hoc announcement pursuant to Art. 53 LR
The issuer is solely responsible for the content of this announcement.
Allschwil, Switzerland, October 15, 2021
Swiss Takeover Board confirms Absence of an Obligation to make a Public Takeover Offer in connection with planned Enbiotix Merger
Polyphor AG (SIX: POLN) today announced that in connection with the proposed merger with EnBiotix, Inc. (“EnBiotix”), a request for confirmation regarding the absence of an obligation to make a public tender offer was filed with the Swiss Takeover Board on October 1, 2021, on behalf of EnBiotix. The Board of Directors of Polyphor supported this request in its opinion dated October 5, 2021 (available on Polyphor’s website at www.polyphor.com/investor-relations/corporate-governance). In its decision of October 13, 2021, the Takeover Board confirmed the absence of an obligation to make a public takeover offer. The full decision including information on the background can be found at www.takeover.ch.
Decision of the Takeover Board
In its decision of October 13, 2021 (published on www.takeover.ch), the Takeover Board has decreed the following:
1. It is hereby determined that the proposed transaction set out in the presented files does not trigger an obligation to make an offer within the meaning of art. 135 para. 1 sentence 1 of the FinMIA for EnBiotix, Inc., Wired Holding Investment Corp., Apeiron Holdings Limited, Polyphor AG, James J. Collins, Trustees of Boston University, Jeffrey D. Wagner, NAEJA Pharmaceutical, Inc., YPOP II LLC and Sanford Biosciences, LLC.
2. Polyphor AG is required to publish the opinion of its Board of Directors together with the operative part of this decision (Dispositiv) and a reference to the right of objection pursuant to art. 58 TOO.
3. This decision shall be published on the website of the Takeover Board following the publication of Polyphor AG in accordance with the second paragraph of this decision.
4. The fee payable by EnBiotix, Inc. amounts to CHF 20,000.
A qualified shareholder may file an objection against the Takeover Board’s decision. The objection must be filed with the Takeover Board (Stockerstrasse 54, 8002 Zurich; fax: +41 44 283 17 40) within five trading days from the date of publication of the decision of the Takeover Board. The first trading day after the publication of the decision of the Takeover Board on the Takeover Board’s website will be the first day of the filing period. The objection must contain a formal request, summary reasons and proof of the qualified participation.
For further information please contact:
End of ad hoc announcement
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|EQS News ID:||1240950|
|End of Announcement||EQS Group News Service|