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☆ Swiss takeover board rules NewGAMe's partial offer for GAM shares complies with rules
▼ + stars: | 2023-09-01 | by ( ) www.reuters.com time to read: +1 min

REUTERS/Arnd Wiegmann/File Photo Acquire Licensing RightsAug 31 (Reuters) - Switzerland's takeover board has ruled that a partial offer for up to 28 million shares of GAM Holding (GAMH.S) by an investor group comprising NewGAMe SA and Bruellan SA is in line with Swiss takeover rules, NewGAMe said on Thursday. The arrangement would be also that the investor group would propose new GAM board members at the upcoming extraordinary general meeting (EGM), where the fund manager's current board is expected to stand down. The regulator on Thursday also challenged the validity of the condition making NewGAME's offer conditional to Rock's candidates being elected to GAM's board, NewGAMe said. Last week, a takeover offer from Liontrust won the backing of just 33.64% of GAM's shareholders. ($1 = 0.8830 Swiss francs)Reporting by Kanjyik Ghosh in Bengaluru; Editing by Maju SamuelOur Standards: The Thomson Reuters Trust Principles.

Persons: Arnd, NewGAMe, Xavier Niel's NewGAMe, Liontrust, Kanjyik Ghosh, Maju Samuel Organizations: REUTERS, GAM, NewGAMe SA, Bruellan SA, Swiss, Rock Investment, Swiss Financial Market Supervisory Authority, Thomson Locations: Zurich, Switzerland, Bengaluru

☆ Novartis plans Sandoz spin-off around Oct. 4, proposes share
▼ + stars: | 2023-08-18 | by ( ) www.cnbc.com time to read: +1 min

Novartis on Friday proposed to offer shareholders one Sandoz share for every five Novartis shares as it said it planned to spin off the generic medicines division on or around Oct. 4. The Swiss drugmaker invited shareholders to an extraordinary general meeting on Sept. 15 after its board of directors unanimously endorsed and recommended the proposed spin-off, the company said in a statement. "If Novartis shareholders approve the proposed special distribution at the EGM, the Spin-off will be implemented through the distribution of a dividend-in-kind of Sandoz shares to Novartis shareholders, and of Sandoz ADRs (American Depositary Receipts) to Novartis ADR holders," it said. Sandoz, which accounted for about 10% of group core operating profit of $16.7 billion in 2022, was put under a strategic review by Novartis CEO Vas Narasimhan in 2021 following mounting pricing pressures in the U.S. off-patent drug sector. Novartis announced plans for the spin-off in August 2022.

Persons: Sandoz, Vas Organizations: Novartis, EGM, Sandoz, Sandoz ADRs Locations: Swiss, U.S

☆ GAM shareholder group demands date change for extraordinary general meeting
▼ + stars: | 2023-08-08 | by ( ) www.reuters.com time to read: +1 min

ZURICH, Aug 8 (Reuters) - Investors in Swiss asset manager GAM Holding (GAMH.S) have asked for the company's extraordinary general meeting - which could remove its chairman and board - to be delayed. The investor group, which controls roughly 9.6% of GAM shares, wants the EGM to be delayed until August 31, so shareholders can vote knowing the outcome of Liontrust's offer. The deadline for Liontrust's offer has been extended three times from the original date of July 25. The offer has been recommended by GAM's board, which triggered calls by some shareholders to remove chairman David Jacob and his board at an EGM. Some investors have opposed the all-share offer, saying in July that it "grossly undervalues GAM" and want to turn GAM around rather than selling.

Persons: Xavier Niel, Liontrust, David Jacob, John Revill, Miranda Murray Organizations: GAM, Thomson Locations: ZURICH, Swiss

Jefferies says although electronic gaming machines supplier PlayAGS has fallen to deep "out-of-favor status," the "severely undervalued small-cap stock" is nevertheless a prime opportunity for investors. The firm upgraded PlayAGS shares to buy from hold, and raised its price target to $10, implying 89% upside from Friday's close. Katz noted that PlayAGS's first-quarter earnings and revenue topped Jefferies' estimates. The company posted revenue of $83 million, higher than Jefferies' $75 million, and adjusted earnings before taxes, depreciation and amortization of $37 million that topped the firm's $33 million estimate. After surging 13% Monday on the upgrade, PlayAGS shares are now ahead by almost 18% year-to-date, after sliding 25% in 2022.

☆ Germany's Fresenius to simplify structure, flags potential profit fall
▼ + stars: | 2023-02-21 | by ( Ludwig Burger | ) www.reuters.com time to read: +3 min

[1/2] Samples of products of Fresenius and Fresenius Medical Care are on display during the company's annual news conference at their head quarters in Bad Homburg Germany, February 20, 2019. "The new structure will greatly benefit both companies: Fresenius Medical Care needs an operational turnaround, to improve its performance and focus on its core business." "Fresenius needs to simplify its complex corporate structures and commit to its Operating Companies and to maximizing value from its investments," Sen said. FMC is expected to hold an extraordinary general meeting in July to let shareholders vote on the proposed change of the legal form, Fresenius said. Frankfurt-listed shares of Fresenius and FMC were up 1% and 2.2%, respectively.

LONDON, Dec 19 (Reuters) - Capricorn Energy's (CNE.L) third-biggest shareholder, Palliser Capital, has called for a general meeting to set a vote on removing seven Capricorn directors from supervisory roles including the CEO, according to documents seen by Reuters. "We have requisitioned the board of Capricorn Energy ... to convene a general meeting (the "EGM") of the Company," Palliser Chief Investment Officer James Smith said in a Dec. 19 letter to Capricorn shareholders. "The EGM will enable shareholders to vote on resolutions to effect the removal of seven current Capricorn directors and the appointment of six independent, highly-qualified replacement candidates." The directors that Palliser wants to remove include Capricorn Chief Executive Officer Simon Thomson and its chief financial officer, also named James Smith, who both hold executive and supervisory roles. The shareholder meeting to vote on Palliser's resolutions has to take place by Jan. 30, Palliser said.

Uniper (UN01.DE) has already booked billions of euros of losses on derivatives, exacerbating a crisis as it rushed to plug the gap left after Russia turned off the taps. Like other energy firms, Uniper uses derivatives, such as securing an option to sell gas at a set price in the future, to guard against energy price swings. "In total, we have derivative positions of about 216 billion euros as of September 30 2022," a spokesperson for Uniper said, adding that the riskier part of this was small. According to its accounts, Uniper held around 198 billion euros of receivables from derivative instruments as assets. It is also more than the 131 billion euros Germany's RWE (RWEG.DE) had at the end of June, public data shows.

☆ Fuji Soft proxy fight the latest test of Japan Inc board independence
▼ + stars: | 2022-12-04 | by ( Makiko Yamazaki | ) www.reuters.com time to read: +4 min

Three battles in recent months have questioned how independent from management Japan's outside board members really are after nearly a decade of governance reform has sharply increased the number of independent directors. Governance experts say outside directors are only nominally independent if they have close ties to management or fail to give proper oversight. 3D, which owns more than 20% of Fuji Soft, has nominated four additional members for the company's nine-member board at Sunday's extraordinary general meeting (EGM), saying existing outside directors have failed to address years of inefficient capital allocation. The Yokohama-based firm defended its current board, telling Reuters in a statement that the independence of its outside directors "has been ensured with no conflict of interests with shareholders. JSF has a statutory nomination committee, but Strategic Capital said its inaction over the troubled practice shows the committee is dysfunctional.

☆ Volkswagen to pay special dividend from Porsche IPO in early January
▼ + stars: | 2022-10-14 | by ( ) www.reuters.com time to read: 1 min

FRANKFURT, Oct 14 (Reuters) - Volkswagen (VOWG_p.DE) on Friday said it would propose to pay a special dividend of 19.06 euros ($18.66) per share from the proceeds of the listing of Porsche AG (P911_p.DE). The proposal will be voted on at an extraordinary general meeting (EGM) scheduled for Dec. 16 and the special dividend is due on Jan. 9, 2023, according to the EGM invite published on Friday. Volkswagen previously flagged that it planned to pay out 49% of the proceeds from the initial public listing of Porsche AG in early 2023, without providing more granular details. ($1 = 1.0216 euros)Register now for FREE unlimited access to Reuters.com RegisterReporting by Christoph Steitz, Editing by Miranda MurrayOur Standards: The Thomson Reuters Trust Principles.

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