Interlaken Switzerland - To simplify its corporate structure, Jungfraubahn Holding AG wants to hold its subsidiaries, Harderbahn AG, and Bergbahn Lauterbrunnen Mürren AG, as 100 percent subsidiaries within the affiliated group.
Following receipt by the subsidiary executive boards of a second opinion on the takeover bid, holders of bearer shares will today, 1 Feb 2016, be presented with a conversion and purchase offer.
With the aim of simplifying administration, making better use of synergies, and avoiding the time-consuming registration requirements of holders of bearer shares and the associated monitoring, Jungfraubahn Holding AG (JBH) will streamline its corporate structure and with appropriate restructuring measures, hold the Harderbahn AG and the BLM AG as 100 percent owned subsidiaries.
Following advance information from the executive boards of Harderbahn AG and BLM AG in December 2015, and the involvement of an independent body to carry out an assessment in the form of a second opinion, the shareholders will receive a purchase and conversion offer today, 1 Feb 2016.
Offer Based on Evaluation of the Companies
The conversion ratios for both the Harderbahn AG and BLM AG were based on company evaluations carried out by Gfeller & Partner AG, Bern.
The executive board members of each subsidiary confirmed the respective conversion ratio after it had been verified by a second opinion from The Corporate Finance Group AG, Bern.
The following offer applies to shareholders of the Harderbahn AG:
For bearer shares HB nom. CHF5, CHF36 will be paid out in cash. The following applies for the conversion of registered JBH shares nom. CHF1.50 (JFN):
The following offer applies to shareholders of Bergbahn Lauterbrunnen-Mürren AG:
The offer will remain valid until 4 Mar 2016.
At the end of the offer period, Jungfraubahn Holding AG will convert its tendered bearer shares of the Harderbahn and BLM to its own shares or compensate them, regardless of the number.
At the end of the conversion period it will inform you of your new quota and make a decision on how to proceed.
The offer period will begin on 1 Feb 2016 and run until 4 Mar 2016.
Jungfraubahn Holding AG reserves the right to extend the conversion period.
With the takeover offer, the group is reacting to the new regulations for the registration of ownership of bearer shares and taking this as an opportunity to simplify the structure of the Jungfraubahn Group.
The proposed transaction will cost Jungfraubahn Holding AG around CHF2 million.