09/04/2020, 19:00
| Ad hoc announcement pursuant to Art. 53 LR
Lausanne – As expected, the investors Knight Vinke and Merion Capital have each filed for compensation review proceedings against the squeeze-out merger. The squeeze-out merger had been approved by the General Meetings of Alpiq Holding Ltd. and Alpha 2020 Ltd. and has since been executed. In particular on the basis of the two independent expert appraisals prepared by PwC and Alantra, which both confirmed that the compensation of CHF 70 per Alpiq Holding Ltd. share was appropriate, Alpiq views the two legal proceedings with confidence.
On 24 June 2020, the Annual General Meeting of Alpiq Holding Ltd. and the Extraordinary General Meeting of Alpha 2020 Ltd. approved the squeeze-out merger of Alpiq Holding Ltd. and Alpha 2020 Ltd. to form the new Alpiq Holding Ltd. The resulting approval, which also included the merger agreement, provided for a compensation of CHF 70 per share, which has since been paid to all minority shareholders. The merger has been registered in the commercial register and has been executed.
As expected by Alpiq, the two investors Knight Vinke (KVIP International V L.P.) and Merion Capital (Merion Capital LP, Merion Capital ERISA LP and Merion Capital II LP) each filed for compensation review proceedings against Alpiq Holding Ltd. under the Merger Act. With these two legal actions, they are seeking a judicial review of the compensation agreed by the two General Meetings and paid for by Schweizer Kraftwerksbeteiligungs-AG (SKBAG).
The compensation demanded by the two investors is to be based on a minimum value of CHF 140 (Knight Vinke) and CHF 130 (Merion) per Alpiq Holding Ltd. registered share at that time. This would correspond to an additional compensation amount to be paid by Alpiq Holding Ltd. in favour of all compensated minority shareholders of approximately CHF 195 million.
Fairness Opinion and valuation report confirm settlement amount
Within the context of SKBAG’s voluntary public purchase offer, the Board of Directors of Alpiq Holding Ltd. commissioned PwC as an independent expert to prepare and submit a Fairness Opinion on the appropriateness of the offer price from a financial perspective. Following comprehensive analysis, PwC calculated a value range of CHF 65 to CHF 73 per Alpiq Holding Ltd. share. At that time, PwC concluded in its Fairness Opinion that the offer price is fair and appropriate from a financial point of view.
In the context of the squeeze-out merger, Alantra AG was commissioned to prepare an independent valuation report to be submitted to the Boards of Directors of Alpiq Holding Ltd. and Alpha 2020 Ltd. The Alantra valuation report calculated a value range from CHF 63.30 to CHF 72.50 per Alpiq Holding Ltd. share and thus confirmed that the agreed settlement of CHF 70 per share is appropriate.
Alpiq views the two legal proceedings with confidence
Conclusion: This means that shareholders who received a settlement within the framework of the merger were treated identically to those public shareholders who tendered their Alpiq shares in the context of the public purchase offer. Two independent expert appraisals had deemed the compensation amount per share to be appropriate. Alpiq thus awaits the two initiated legal proceedings with confidence.
For more information about Alpiq, please visit www.alpiq.com