Elantas Gmbh entered into share purchase agreement to acquire 80.9% stake in Von Roll Holding AG (SWX:ROL) from von Finck family for approximately CHF 240 million on August 11, 2023. At the same time, ELANTAS and Von Roll Holding AG have announced a binding agreement under which ELANTAS will make a public offer to acquire all publicly held shares of Von Roll Holding AG for CHF 0.86 net per share in cash. Altana has agreed to purchase 1.68% of the share capital from the management of the Swiss company. Including shares held by Von Roll Holding, Altana is securing a total stake of 84.25%. Von Roll?s board of directors recommended the acceptance of the offer. The tender offer and the share purchase agreement are subject to the customary conditions and regulatory approvals for this type of transaction. The offer should be launched in September. The transaction is expected to close in November 2023.

Urs Kägi, Dieter Dubs, Fabienne Perlini-Frehner, Susanne Schreiber, Ruth BlochRiemer, Laura Widmer, Markus Schott, Jonas Bornhauser, Micha Schilling of Bär & Karrer Ltd. acted as legal advisor to ELANTAS. Martin Furrer, Matthias Courvoisier, Susanne Liebel-Kotz, and Roger Thomi of Baker & McKenzie (Zurich) acted as legal advisor to von Finck family. Morgan Stanley acted as financial advisor to the von Finck family.

Elantas Gmbh completed the acquisition of 80.9% stake in Von Roll Holding AG (SWX:ROL) from von Finck family on September 29, 2023. All competition law clearances and other approvals required for the execution of the purchase agreement, as well as the public tender offer, have been granted. In addition, ELANTAS has procured 4.1% of Von Roll?s shares on the market since the preannouncement?s publication. In total, ELANTAS GmbH now holds 85.0% of Von Roll?s shares. Taking into account the tender agreements concluded with Von Roll?s management and the own shares Von Roll holds, the total shareholding will amount to 88.7%. The appointment of ELANTAS GmbH?s nominated members to the Von Roll Board of Directors, as resolved during the Extraordinary General Meeting held on September 13, 2023, has now taken effect. As of immediately, the new members joining the Board are Ravindra Kumar (Chairman), Antonio Nastasi, Holger Wiebelhaus, and Jan Bir, in addition to the incumbent member and CEO, Dr. Christian Hennerkes. Simultaneously, Dr. Kalantzis, Mr. Bruckmeier, and Mr. von Finck left from their roles on the Von Roll Board of Directors today. Carlsquare GmbH acted as fairness opinion provider to Von Roll Holding. Marcel Jans, Oliver Ambs, Klaus Krohmann of BDO AG acted as due diligence provider to ELANTAS GmbH.