Ad hoc announcement pursuant to Art. 53 LR
CALIDA GROUP press release
ad hoc announcement pursuant to article 53 LR
Sursee (Switzerland), 7 August 2024
**CALIDA GROUP announces decision of the Swiss Takeover Board
**
Decision 876/01 regarding the request of Erich Kellenberger, Daniel Kellenberger, Max Kellenberger, Allan Kellenberger and Diana Kellenberger regarding the non-existence of an obligation to make an offer and possibly the granting of an exemption from the obligation to make an offer regarding Calida Holding AG
The Swiss Takeover Board issued the following decision on 24 July 2024:
- It is noted that the transactions described in the present decision do not trigger an obligation to make an offer within the meaning of Art. 135 para. 1 sentence 1 FinMIA with regard to the listed equity securities of Calida Holding AG for Calida Holding AG.
- In connection with the transactions described in this decision, Erich Kellenberger, Daniel Kellenberger, Max Kellenberger, Allan Kellenberger and Diana Kellenberger are granted an exemption based on Art. 136 para. 1 let. b FinMIA from the duty to make an offer within the meaning of Art. 135 para. 1 sentence 1 FinMIA with regard to the listed equity securities of Calida Holding AG.
- Erich Kellenberger, Daniel Kellenberger, Max Kellenberger, Allan Kellenberger and Diana Kellenberger as well as Calida Holding AG are obliged to provide the Takeover Board with a copy of (i) the tender agreement referred to in this decision and (ii) the share purchase agreement referred to in this decision no later than three days after their respective signing.
- Calida Holding AG is obliged to publish the dispositive of this decision as well as the reference to the right of objection of qualified shareholders pursuant to Art. 6 and 7 of the Takeover Ordinance.
- This decision will be published on the website of the Swiss Takeover Board after the publication of Calida Holding AG pursuant to section no. 4 above.
- The fee to be paid by Erich Kellenberger, Daniel Kellenberger, Max Kellenberger, Allan Kellenberger and Diana Kellenberger amounts to CHF 30,000 with joint and several liability.
Objection (Art. 58 of the Takeover Ordinance, SR 954.195.1)
A shareholder who can prove that she/he holds at least three per cent of the voting rights in the target company, whether exercisable or not (qualified shareholder, Art. 56 of the Takeover Ordinance), and who has not yet participated in the proceedings, may lodge an objection to the present decision. The objection must be submitted to the Takeover Board within five trading days of the publication of this decision. It must include an application and a summary statement of grounds as well as proof of participation pursuant to Art. 56 para. 3 and 4 of the Takeover Ordinance (Art. 58 para. 3 of the Takeover Ordinance).
For further information, please contact:
Calida Holding AG
Dave Müller, CFO
Phone: +41 41 925 43 20
[email protected]
Jürg Stähelin, IRF
Phone: +41 43 244 81 51
[email protected]
The CALIDA GROUP is a globally active company for premium underwear with its head office in Switzerland. It consists of the brands CALIDA, AUBADE and COSABELLA in the underwear and lingerie segment. The CALIDA GROUP stands for high-quality products that delight consumers every day. In the first half of 2024, the Group generated sales of over CHF 111 million with almost 2,400 employees. The registered shares of Calida Holding AG (CALN) are traded on SIX Swiss Exchange AG.
Newsroom: https://www.calidagroup.com/en/investors/#adhoc-announcements