ELANTAS GmbH made a tender offer to acquire the remaining 15.7% stake in Von Roll Holding AG (SWX : ROL) for CHF 47.5 million on August 11, 2023. 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. The offer price corresponds to the purchase price agreed with the von Finck family for each share. In a related transaction, ELANTAS GmbH has concluded a share purchase agreement with the von Finck family, under which ELANTAS will acquire a total stake of 82.6% in Von Roll Holding AG. Von Roll Holding AG holds 2% of its own shares, and so ELANTAS will acquire 84.3% of the outstanding shares. The tender offer is subject to the customary conditions and regulatory approvals. The offer prospectus is expected to be published in September. As of September 8, 2023, the Offer Period is expected to commence on September 25, 2023 and to end on October 27 2023. The Offer is slated to be completed in November 2023 and is subject to customary offer conditions, including regulatory approvals. Following the completion of the offer, ELANTAS intends to undertake a squeeze-out and to pay compensation to the shareholders equivalent to the offer price. Consequently, the Von Roll shares are set to be delisted from the SIX Swiss Exchange. As of September 13, 2023, all proposals presented by the Board of Directors were approved by a large majority of the shareholders. As of September 29, 2023, ELANTAS finalized the purchase agreement with the von Finck family, through which it is acquiring an 80.9% shareholding. 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 voluntary public tender offer for all publicly held bearer shares of Von Roll Holding AG remains open for acceptance. The conditions regarding a) ?Clearances under competition law and other authorizations? and b) ?Resignation/election of members of the Board of Directors? of the public tender offer are deemed to have been fulfilled. The tender offer is also subject to other customary offer conditions, which are set out in the offer prospectus of September 8, 2023, under B 7. The offer period commenced on September 25, 2023, and is scheduled to conclude on October 27, 2023. It is anticipated that the offer will be finalized in November 2023. A detailed indicative timetable is included in the offer prospectus. As of November 17, 2023, ELANTAS holds 98.5% of Von Roll?s shares. The completion of the tender offer is expected to take place on November 27, 2023.

Urs Kägi, Dieter Dubs, Matthias Tanner, Linus Zweifel, Fabienne Perlini-Frehner, Dominic Leu, Fabian Schlegel, Susanne Schreiber, Elena Kumashova, Christina Rüdisühli, Ruth BlochRiemer, Marco Weiss, Laura Widmer, Luljeta Morina, Markus Schott, Raphael Wyss, Jonas Bornhauser, Dario Haux, Micha Schilling and Rocco Rigozzi of Bär & Karrer Ltd. advised ELANTAS on the legal matters of the transaction. IFBC AG acted as fairness opinion provider to the public shareholders of Von Roll Holding AG.