The planned takeover of the semiconductor equipment company, Esec, by Unaxis has run into trouble. The Federal Banking Commission has told Unaxis it cannot simply exercise its option to buy a majority stake in the group.

Instead the Commission wants Unaxis, formerly Oerlikon-Bührle, to proceed with a public offer to the remaining shareholders, even though their shares are not required by Unaxis to hold a majority stake.

Following the November 1999 acquisition by Unaxis of roughly 27 per cent of the share capital of Esec, it had intended to exercise the option, agreed to at the time, to purchase the 525,000 Esec registered shares from the company’s founder, Karl Nicklaus. They were to be bought for SFr246 million.

By exercising this option, Unaxis would have achieved possession of approximately 53 per cent of Esec’s share capital.

As a result of the Banking Commission’s decision, Unaxis is offering the public shareholders the legally prescribed minimum price of SFr3,548 per share, payable in four Unaxis shares and SFr1,920 in cash. This is 13 per cent below the market value of Esec shares at the close of business on the Swiss Stock Exchange on Monday.

Unaxis has made the low offer as it wants to retain Esec as an independently quoted public company, and is therefore recommending that Esec’s public shareholders decline the offer.

Unaxis said in a statement that it wanted to preserve Esec’s independence to safeguard its entrepreneurial dynamic, and its direct access to capital markets.

Shares acquired in the context of the public offer shall, according to Unaxis, be replaced on the market, in order to retain the public character of Esec.

swissinfo with agencies

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