The Baloise Group is more than just a traditional insurance company. The changing security, safety and service needs of society in the digital age lie at the heart of its business activities. The 7,900 or so employees of Baloise therefore focus on the wishes of their customers. The best possible customer service, combined with innovative products and services, makes Baloise the first choice for people who want to feel ‘simply safe’. Located at the heart of Europe, with its head office in Basel, the Baloise Group is a provider of prevention, pension, assistance and insurance solutions. Its core markets are Switzerland, Germany, Belgium and Luxembourg. In Switzerland, the Group also operates as a specialised financial services provider, offering a combination of insurance and banking services. The Group offers innovative pension products to retail customers throughout Europe from its competence centre in Luxembourg. Bâloise Holding Ltd shares are listed in the main segment of the SIX Swiss Exchange.
On 6 January 2017, Basler Leben AG (the 'Offeror') published a public tender offer pursuant to section 125 et seq. of the Swiss Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading (FMIA) for all publicly held registered shares in Pax Anlage AG ('Pax Anlage') each with a par value of CHF 100.00 (the 'Pax Anlage Shares') (the 'Offer').
Up to the end of the additional acceptance period on 16 May 2017, 4pm (CET), a total of 22,018 Pax Anlage Shares had been offered to the Offeror, equating to 12.23 per cent of all Pax Anlage Shares listed as at 16 May 2017 or 42.79 per cent of the 51,461 Pax Anlage Shares to which the Offer related at the time the additional acceptance period ended (success rate). Assuming the transaction is completed, Baloise's long-term equity investment in Pax Anlage at the end of the offer period – including the 803 Pax Anlage Shares that the Offeror has acquired on or off the stock exchange since 10 March 2017 – stands at a total of 150,557 Pax Anlage Shares, equating to 83.64 per cent of the voting rights and the share capital of Pax Anlage (percentage of shareholding).
Subject to all conditions being fulfilled (or their fulfilment being waived) and completion being postponed pursuant to section A.7 of the offer prospectus (offer conditions, waiver of offer conditions, validity period of offer conditions and deferral), the tender offer is likely to be completed on 30 May 2017.
The Offer is subject to the offer restrictions pursuant to the offer prospectus dated 10 March 2017.
As stated in the offer prospectus, the Offeror is aiming to acquire full control of Pax Anlage. Baloise is prepared to purchase additional Pax Anlage Shares from the remaining public shareholders of Pax Anlage in accordance with the best-price rule.
The Offeror will shortly request Pax Anlage to apply to the SIX Swiss Exchange ('SIX') to have Pax Anlage Shares de-listed and to be released from certain stock exchange disclosure requirements in accordance with the SIX listing rules by the time of the de-listing.