Conzzeta, the parent company of Mammut Sports Group, announced today that it will be offering 14,712 new A shares on the SIX Swiss Exchange to public shareholders in proportion to their present stakes between Aug. 14 and 28. They will be able to subscribe to the new shares on a one-for-eight basis at a price of 2,160 Swiss francs (€1,775.6-$2,383.2) each.
Separately, public shareholders will be offered 641 B shares at CHF 432 (€355.1-$476.6) each between Aug. 14 and 29 through a separate procedure, as these shares are not listed on the stock exchange. Both offers are limited to shareholders who are not residing in the U.S., Canada, Japan or Australia.
The new shares will allow Conzzeta to acquire Tegula, a holding company that owns 74 percent of its own shares and 82 percent of the voting rights, as already agreed at an extraordinary shareholders' meeting on June 13, where the pricing of the shares was also decided, based on a proposal first made on March 26. As part of the approved reverse merger process, Tegula's shareholders will be allotted the shares that they already hold in Conzzeta, becoming individual shareholders of the latter. They will also be initially allotted the new shares that are being offered to the public, representing a credit against a future cash contribution of CHF 124.2 million (€102.1m-$137.0m) that they will make to finance the merger.
A majority of Tegula's shareholders will continue to assume responsibility for Conzzeta on its board of directors, where Ernst Bärtschi is taking the place of Jacob Schimidheiny as group chairman. From this circle of shareholders, the founding families of Tegula - Schmidheiny, Auer and Spoerry - have formed a core group of stable shareholders who have agreed to reduce their holdings from more than 50 percent of the equity to 29 percent after two years in order to increase the free float of Conzzeta shares. They will also reduce the number of their voting rights from 67 to 51 percent, and keep them for at least eight years.
In addition to the new shares being offered to the present shareholders, Conzzeta is offering others to the public at the same prices, building up to a total of 50,750 new A shares and 33,750 new B shares. The resulting 12.5 percent equity increase is mainly intended to finance a construction project in Wallisellen by a real estate subsidiary of Conzzeta, Plazza, which is set to be listed on the stock exchange as a separate entity by 2016.
Separately, Conzzeta announced last Friday the sale of its loss-making automation systems business, represented mainly by Ixmation, to another company, BBS Automation. With sales of CHF 41.8 million (€34.4m-$46.1m), Ixmation represented 3.5 percent of Conzzeta's total revenues last year. The parties have agreed not to reveal the purchase price, but Conzzeta says it will take a negative provision of around CHF 25 million (€20.5m-$27.6m) in its accounts in relation to the disposal.