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Schmolz Falls After Vekselberg’s Takeover Offer: Zurich Mover

Schmolz & Bickenbach AG declined after Russian billionaire Viktor Vekselberg’s Renova Group said it will make a public takeover offer for the Swiss maker of high-grade steel products at 2.85 francs per share.

The stock fell 2.1 percent to 2.84 francs by 12:17 p.m. in Zurich. That gave Emmenbruecke, Switzerland-based Schmolz a market value of about 336 million francs ($355 million).

On June 28, Renova said it had become Schmolz’s biggest shareholder after buying 24 million shares from the founding family’s company Schmolz & Bickenbach GmbH & Co. KG for 2.40 francs per share. Renova, which now owns a 20.46 percent of Schmolz, said it’ll act as a shareholder group with the family, holding a combined 40.46 percent stake, and triggering a mandatory offer to other shareholders at 2.85 francs per share. Renova is happy with the shares it holds now, spokesman Rolf Schatzmann told Neue Zuercher Zeitung am Sonntag.

“Renova has apparently no intention of taking Schmolz & Bickenbach private nor achieving a majority stake,” Patrick Rafaisz, an analyst at Bank Vontobel in Zurich, said in a note to customers. “The potential minimum takeover price by Renova will not be a trigger to the share price.”

Schmolz’s board of directors said today that it was surprised the founding family sold its shares “at a much lower price to Renova than the price offered by potential anchor shareholder Artemis,” owned by Swiss industrialist Michael Pieper. It also said it would fight a ruling by the Commercial Register to block a 330 million-franc share sale decided by the June 28 annual general meeting.

Extraordinary Meeting

Renova said it will ask for an extraordinary shareholder meeting to change the composition of the board. Chairman Hans-Peter Zehnder told Schweiz am Sonntag in a story published yesterday that he won’t continue on a board dominated by Renova.

Vekselberg’s company and the founding family will “most likely” go ahead with their plan for a 350 million-franc capital increase at the next shareholder meeting, said Vontobel’s Rafaisz. “We still believe that the board’s proposals are sufficient to recapitalize the company, but the final outcome is still highly uncertain given the recent development.”

Rafaisz, who has a hold rating on the stock, recommends “investors to remain on the sidelines until the dispute has been resolved,” according to the note.

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