The Swiss takeover rules apply to Swiss and foreign companies whose equity securities have a primary listing on a Swiss Stock Exchange. Securities that are traded over-the-counter (OTC), debt instruments such as bonds (unless combined with options or convertible rights) or a merger through the exchange of equity securities do not fall within the scope of the Swiss takeover rules. In addition, the Swiss takeover rules stipulate that if a person (or a group of persons acting in concert) exceeds the threshold of 33 1/3 %* of the voting rights in a company, that person must make a public tender offer for all shares of that company. The offeror is further required to treat all shareholders of the target company equally. For more information about the scope of the Swiss Takeover Rules, please see our publication Securing Fair and Transparent Protection Offered by the Swiss Takeover Rules Through Being Listed on SIX.
*The Swiss takeover rules allow companies to opt-up (e.g. to a threshold of 49 %) or to opt-out entirely from the mandatory offer regime by providing so in their articles of association.