The Board of Directors of SCHMOLZ+BICKENBACH AG was disconcerted to hear of the at-tempt by Schmolz+Bickenbach GmbH & Co. KG (“KG”), which represents the interests of the descendants of the founders of SCHMOLZ+BICKENBACH AG, and which is linked to Renova, to prevent entry of decisions taken at last Friday’s Annual General Meeting in the Commercial Register, and thus to block their implementation. Each of the AGM resolutions was supported by around 90% of all the independent shareholders present. The Board of Directors believes that this action by KG is an unacceptable obstruction that could do considerable damage to the company and its shareholders.
This applies in particular to the CHF 330 million capital increase, which the company urgently needs and which, according to the Swiss Code of Obligations, must be carried out within three months. The Board of Directors has therefore told KG and Renova that it will make them fully liable for any damage caused by blocking entry in the Commercial Register. The Board of Direc-tors will do everything it can to lift the block as quickly as possible and then, as the company’s senior managing body, implement the AGM’s resolutions without delay.
One direct consequence of the Commercial Register block initiated by KG, however, is that the CHF 330 million capital increase agreed by the AGM, which should have begun on 2 July 2013 with the opening of subscription rights trading, will have to be postponed to a later date. SCHMOLZ+BICKENBACH AG will make an announcement as soon as the Commercial Regis-ter block is lifted and rights trading can begin.
The Board of Directors has also taken note of the sale of a 20.5% share in SCHMOLZ+ BICKENBACH AG last Friday by KG to Renova at a price of CHF 2.40 per share, which is a discount of around 22 percent on the previous day’s closing price of CHF 3.09. The Board of Directors is very surprised that KG has sold its shares at a much lower price to Renova than the price offered by potential anchor shareholder Artemis. The Board of Directors has also noted the advance report of a takeover offer by a company in the Renova Group at a minimum price of CHF 2.85 per share, which is equal to the 60-day volume-weighted average price. It will give its response to this when the definitive offer has been made, though neither KG nor Renova has so far officially informed the Board of Directors about its offer. Since Renova has already an-nounced that it is not interested in either a full or a majority takeover, the Board of Directors be-lieves that its particular responsibility is to protect the interests of independent shareholders in the face of the takeover offer.
There is no need for the shareholders of SCHMOLZ+BICKENBACH AG to do anything at the moment with regard to the announced takeover offer. The Board of Directors will publish its rec-ommendation to shareholders at the appropriate time.
About SCHMOLZ+BICKENBACH
SCHMOLZ+BICKENBACH was established in 1919 in Dusseldorf by Arthur Schmolz and Oswald Bickenbach. Since 1937 the company bearing their names has been a synonym for tradition in steel. Since the acquisition of the former Swiss Steel AG in 2003, SCHMOLZ+BICKENBACH has been listed on the SIX Swiss Exchange (STLN). Today, the SCHMOLZ+BICKENBACH Group is one of the world’s largest manufacturers, processors and distributors of special-steel long products. The Group has a total of ap-proximately 10 000 employees. SCHMOLZ+BICKENBACH is one of the leading producers of stainless long steels as well as tool steels, and is one of the ten largest companies for alloy and high-alloy special and engineering steels.