Realignment in the shareholder structure of Conzzeta AG: Merger of Conzzeta AG and Tegula AG

Zurich, 26 March 2014 – Conzzeta AG and its majority shareholder Tegula AG are setting the course for the long-term development of the company. The Board of Directors of Conzzeta is proposing to acquire Tegula, which holds 82% of the voting rights and 74% of the share capital. Conzzeta shareholders will vote on this proposal at an Extraordinary General Meeting on June 13, 2014. Within the scope of the acquisition, the Tegula shareholders will be allotted the Conzzeta shares previously held by Tegula; they will also receive new Conzzeta shares to be created as a credit against the cash contribution. The newly created shares will subsequently be offered to public shareholders in proportion to their holding and on identical terms. A majority group from within the circle of Tegula shareholders will continue to assume responsibility for Conzzeta.

As Chairman of the Board of Directors Jacob Schmidheiny explains: “This realignment will enable Conzzeta to orientate itself more toward the stock market, while Tegula’s growing shareholder base will receive tradable Conzzeta shares. The contractually linked group of shareholders is committed to developing the Group with a long-term perspective and can thus offer appropriate support to the Board of Directors and the Chairman designate Ernst Bärtschi.”

The realignment of the shareholder structure of Conzzeta AG will take place in several stages:

  • The Board of Directors of Conzzeta AG is proposing to the Extraordinary General Meeting on June 13, 2014 to acquire Tegula AG by way of a reverse merger.
  • The merger agreement between Conzzeta and Tegula specifies that the cash contribution of CHF 124.2 million from Tegula will be used to increase the share capital of Conzzeta AG by 12.5%. This will occur by means of issuing new shares, which will initially be allocated to Tegula.
  • The additional capital is intended mainly for the financing of a construction project in Wallisellen. As a result, the financial scope for action of Conzzeta AG in its industrial activities will remain intact even after realization of this project.
  • The newly created Conzzeta shares will be offered to public shareholders in proportion to their previous shareholdings, enabling them to retain their interest in the company. The offer price is the same as the price at which the cash contribution for the merger is credited¹. This price is CHF 2160 for the listed bearer share and CHF 432 for the unlisted registered share. For eight of the previous shares, the public shareholders will be able to buy one new share. The offer for the listed bearer share will be processed through the banking system with negotiable subscription rights; the registered shareholders will be contacted in writing by the Conzzeta share register and they can exercise their subscription rights through this channel, or sell them.
  • Through the merger, the former Tegula shareholders will become individual Conzzeta shareholders. From this circle, shareholders from the founding families Schmidheiny, Auer and Spoerry have formed a core group, initially for a period of eight years. This represents a stable shareholder structure as a basis for the successful development of Conzzeta in the future. After the fusion, the Group will hold at least 50% of the capital and 67% of the voting rights. This holding will be reduced after two years to 29% of the capital and 51% of the voting rights. These steps will result in an increase in the free float of Conzzeta shares.

Decision in principle on the spin-off and stock market listing of Plazza Immobilien AG

All the nonoperating properties own by Conzzeta are consolidated under Plazza Immobilien AG. The funds arising from the recapitalization will flow primarily into Plazza. The company will use them to finance the “Im Glattgarten” construction project in Wallisellen.

The Board of Directors of Conzzeta AG has also taken a decision in principle to spin off its Plazza subsidiary as an independent company by 2016 and to list it on the stock exchange. The Plazza shares will be allocated to the Conzzeta shareholders. This decision was taken following an evaluation of Conzzeta’s broad portfolio of holdings. It takes account of the difference in character between the real estate business and the industrial activities. Planning for this step is yet to begin. According to an indicative external estimate, the market value of the properties is around CHF 480 million. This estimate must be verified at the time of the spin-off.

Conversion of the bearer shares into registered shares

The Board of Directors has taken the planned capital increase as an opportunity to adapt the company’s securities to recent developments. It is proposing to the Extraordinary General Meeting to convert the present Conzzeta AG bearer shares into registered shares with no restriction on transferability. At the same time, the Conzzeta shares will be issued as book-entry securities and no longer certificated. 

¹ The price is based on the volume-weighted average price (VWAP) of the Conzzeta share over a period of 60 days as of March 3, 2014. 


Further step towards strategic transformation

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Conzzeta Capital Markets Day: Bystronic to push innovation and market positions

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