Defense Advisory to Implenia AG
Swiss Capital Group advised Implenia AG
Defense Advisory to Implenia AG
Sector(s) : Building Materials & Construction
Date : November 2009
Advisor(s) : Swiss Capital
Advised : Defense
Mid-Capital partner Swiss Capital Group advised Implenia AG
After 2.5 years of confrontational shareholdership, Laxey Partners, a British activist hedge fund, has sold its 52%-stake in Switzerland’s largest construction group, Implenia, to a variety of private and institutional shareholders.
Implenia’s Board and management have always maintained that the company’s independence is key to create long-term value for its shareholders and have therefore consistently resisted Laxey’s attempts to promote solutions that would have resulted in a favourable financial outcome for Laxey but not for all other shareholders (such as the sale of Laxey’s stake to potential foreign strategic buyers or the breakup of the company).
Laxey first disclosed the crossing of the 5%, 10% and 20% thresholds within a matter of days in April 2007, later giving ground for rulings by FINMA (Switzerland’s Financial Markets Supervising Authority) and the Swiss Federal Administrative Court for breach of disclosure rules. Laxey later on attempted to gain control over Implenia by launching a mandatory bid for the company; the offer was not successful, as it did not fairly represent the value potential of the company in the Board’s opinion – and as it turned out - in the opinion of the vast majority of the company’s shareholders.
In connection with the placement of Laxey’s 51.9% stake to various private and institutional shareholders, Implenia and Laxey have agreed to settle all pending legal disputes. The solution now found allows Implenia to focus all its resources on the successful development of its businesses as a truly independent company.
Swiss Capital Group was retained as exclusive financial advisor to Implenia to coordinate / lead the defense team, implement the defense strategy, establish a range for the overall value of Implenia, and generally advise the company on all corporate finance aspects of this matter.
A clear and consistent defense strategy proved to be the key for Implenia in ultimately succeeding in this long and protracted “battle”.