New Regulatory Framework: Impact On Public Offers

Market trends

Private M&A transactions are primarily governed by the Code of Obligations, and, to the extent that acquisition structures include mergers, demergers, asset transfers or bulk sales transactions, by the Merger Act, which provides detailed rules for each of these procedures. Acquisitions of interests in listed companies are further governed by the Act on Stock Exchanges and Securities Trading, which contains the applicable rules for both friendly and hostile public offers.

In addition, the Antitrust Statute must be taken into consideration if the turnover of each of the parties involved in the transaction is significant – that is, if:

• at least two of the involved parties had a turnover of more than SFr100 million ($110 million) in the preceding business year on a standalone basis; or