Warteck Invest: Opting-up threshold to rise to 49 %
Warteck Invest wants to raise the mandatory offer threshold. The Swiss Takeover Board has given the green light.
At the request of Warteck Invest AG, the Swiss Takeover Board (TOB) has determined that an opting-up clause is permissible under takeover law. The shareholders will vote on this at the 136th Annual General Meeting on May 20 at the Volkshaus Basel. If the clause is accepted, the threshold for a mandatory offer will shift from 33.5 % to 49 %.
Under Swiss takeover law (FinfraG Art. 135), a major shareholder is obliged to submit a public takeover offer to all other shareholders as soon as it exceeds 33.5 % of the voting rights. Opting up shifts this threshold upwards. In the 2025 Annual Report, Warteck Invest expressly stated that neither an opting-out nor an opting-up existed and that the statutory threshold remained unchanged.
Flexibility for capital increases as justification
Warteck Invest justifies the move in the invitation to the AGM by stating that larger investments are necessary than the Group can handle on its own. The current obligation to make an offer at 33.5 % limits the flexibility in raising capital. Specifically, the Board of Directors mentions the scenario of a rights issue: its success could ultimately be secured by a major shareholder undertaking to acquire shares for which subscription rights have not been exercised. By opting up, the shareholder would not run the risk of triggering a mandatory offer. Overall, the company's ability to raise equity would be strengthened, which could lead to increased liquidity of the share.
At the same time, the AGM invitation mentions the downside: the remaining shareholders would no longer benefit from a mandatory offer if the 33.5-% threshold is exceeded. In addition, a major shareholder who remains below 49 % could sell his stake to a third-party buyer and thereby obtain a control premium that would be denied to minority shareholders. The Board of Directors acknowledges that although opting up represents a «balanced middle way» compared to a complete opt-out, it nevertheless restricts the interests of the minority.
Largest shareholder benefits directly
The largest shareholder of Warteck Invest is the Dr. Christoph M. Müller family from Küssnacht am Rigi (SZ), which holds around 32.3 % of the shares as at December 31, 2025 - just below the previous mandatory offer threshold. An opting-up to 49 % would benefit it directly. Other significant shareholders are MV Immoxtra Schweiz Fonds with 5.0 % and UBS Fund Management (Switzerland) AG with 3.1 %. The Müller family is excluded from the decisive vote. Only the remaining shareholders - the «majority of the minority» - decide on the introduction of the clause.
The deadline for entry in the share register is May 12. Qualified shareholders with at least 3 % of the voting rights have five trading days from publication of the TOB ruling to lodge an objection. (aw)
