Tamedia AG (SWX:TAMN) entered into an agreement to acquire Goldbach Group AG (SWX:GBMN) from Beat Curti, Veraison Sicav - Engagement Fund managed by the Veraison Capital AG and others for approximately CHF 220 million on December 21, 2017. Under the terms of the transaction, Tamedia has agreed to pay CHF 35.5 per share for 6.1 million shares issued by Goldbach. The offer shall be financed by a bank loan to Tamedia (to the extent of CHF 185 million) and by equity. If the take-over should be achieved by the delivery of more than 50% of the shares, Tamedia intends to delist Goldbach from Swiss stock exchange. Goldbach would operate as an integrated marketing company within the Tamedia group at its current location in Küsnacht. The entire staff of 340 professionals would continue to operate in Switzerland, Germany and Austria. Michi Frank will remain in the position of Chief Executive Officer of Goldbach and is scheduled to become a member of the management Board of Tamedia, while continuing to oversee Goldbach with the current management team.

The transaction is subject to a minimum acceptance level of 50.01% of all the issued Goldbach shares, approval by Swiss Federal Competition Commission and other competition regulatory authorities, resignation of the current Board of Directors of Goldbach and appointment of Tamedia designated individuals as the current Board and registration of Tamedia or any other company controlled by Tamedia as shareholders with voting rights in the Goldbach's company register. As of February 1, 2018, the Goldbach Board of Directors recommended the deal to its shareholders. The offer period is expected to last from February 15, 2018 to March 15, 2018. If the offer is successful, a grace period from March 22, 2018 to April 6, 2018 would be offered. An amendment to the transaction agreement was signed on February 1, 2018. The offer period will be from February 19, 2018, to March 20, 2018.

In the event that after the consummation of the offer, Tamedia holds more than 98% of the voting rights of Goldbach, Tamedia intends to request the cancellation of the remaining Goldbach shares. In the event that after the settlement, Tamedia holds between 90% and 98% of the voting rights of Goldbach, Tamedia intends to compensate the remaining minority shareholders of Goldbach in cash in connection with a squeeze-out merger. The deal is expected to complete by April 25, 2018.

As of March 20, 2018, a total of 5.6 million shares issued by the Goldbach Group had been tendered representing 89.48% stake. The grace period for the subsequent acceptance of the offer starts on March 27, 2018 and runs until April 11, 2018. On March 26, 2018, the definitive interim result of Tamedia's takeover offer for the Goldbach Group was announced. The grace period begins on March 27, 2018 and ends on April 11, 2018. Tamedia expects that over 90% of the Goldbach shares will be tendered by the end of the grace period and, in this case, intends to have the Goldbach Group delisted. As of October 10, 2018, SIX Exchange Regulation approved the delisting of the Goldbach Group shares and also approved the application regarding the exemption from obligations for maintaining listing and several temporary exemptions.

As of April 12, 2018, total of 6.01 million shares issued by the Goldbach Group had been tendered representing 96.9% stake. Tamedia will postpone the closing of the offer subject to receiving the remaining approvals in May, 2018 or June, 2018 and in case of an in-depth review by the Federal Competition Commission to September, 2018 or October, 2018. As of May 9, 2018, Swiss Federal Competition Commission COMCO has announced an in-depth review of the transaction. The completion of the acquisition has therefore been postponed to September or October 2018. In the meantime, a second trading line will be opened for the Goldbach shares that have already been tendered. As of August 10, 2018, approval has been received for extension of the deadline for completion of the acquisition until October 31, 2018. As of August 16, 2018, the deal has been approved by the Swiss Federal Competition Commission. After the successful offering process, where as much as 96.90% shares of Goldbach have been tendered, a further condition of the offer is thus fulfilled. The deal is expected to close within next ten days.

Urs Schenker, Markus Vischer, Reto Jacobs, Daniel Dedeyan and Alex Nikitine of Walder Wyss acted as legal advisors to Tamedia. Oaklins Binder AG acted as fairness opinion provider to the Board of Directors of Goldbach Group. Alexander Grünwald, Thomas Egli, Mario Schlup, Philipp Andris, Jonas Jeandupeux of GCA Altium acted as financial advisors, Mariel Hoch, Fabienne Perlini, Monika Maric and Jeremias Wartmann of Bär & Karrer along with Reichenbach + Partner acted as legal advisors for Goldbach Group. Marcel Jans and Oliver Ambs of BDO AG acted as an accountant to Tamedia.