Ad hoc announcement pursuant to Art. 53 LRSeptember 20, 2021
Sulzer shareholders approve demerger plan and incorporation of medmix AG and all other proposals at Extraordinary General Meeting
Sulzer’s shareholders approved all proposals of Sulzer board of directors at the EGM held in Winterthur, Switzerland, on September 20, 2021. Due to the pandemic and in line with the COVID-19 Ordinance 3 of the Swiss Federal Council, shareholders did not attend the EGM in person. They were advised to authorize and instruct the independent proxy to cast their votes on their behalf. The independent proxy represented 79.13% of the share capital.
The Sulzer shareholders approved the demerger plan (a qualified majority of two thirds of the represented votes was required) and the incorporation of medmix, with a majority of more than 99.56%.
Grégoire Poux-Guillaume was elected as member and chairman of the board of directors of medmix, along with Jill Lee Ghim Ha and Marco Musetti who were elected as members of the board of directors, all of them for a one-year term. Grégoire Poux-Guillaume, Jill Lee Ghim Ha and Marco Musetti were also elected to serve on medmix’ remuneration committee.
The Sulzer shareholders further approved the election of KPMG AG, Zurich, as auditors for medmix, and the election of Proxy Voting Services GmbH, Zurich, as the independent proxy for medmix. Finally, the shareholders approved the maximum aggregate compensation for the board of directions of medmix for the coming term of office, as well as the maximum aggregate compensation for the executive committee for the remainder of the financial year 2021 and for the financial year 2022.
The applications to the commercial register authorities in Zurich and Zug to register and, hence, formally effectuate the demerger and the incorporation of medmix will be filed today.
After the EGM, the newly elected board of directors of medmix held the first board meeting dealing, among other things, with the self-constitution of the medmix board. The medmix board members appointed Marco Musetti as vice-chairman. Jill Lee Ghim Ha will chair medmix’ audit committee and Marco Musetti will chair the remuneration committee. The board of directors of medmix reiterated its intention to propose at least two additional independent members for election at the AGM in spring 2022.
We wish Girts Cimermans, leaving the executive committee of Sulzer AG due to the demerger and his team a lot of success at medmix.
As already announced in our press release dated September 6, 2021, the expected timetable for the listing of the medmix shares and the capital increase of medmix is the following:
|22 September 2021
|Announcement of price range for the capital increase, start of bookbuilding period for medmix capital increase and publication of listing prospectus
|29 September 2021
|End of bookbuilding period and cut-off date for entitlement to receive medmix shares in the demerger (cum date)
|30 September 2021
|Sulzer shares trade exclusive the right to receive medmix shares (ex date)
|30 September 2021
|Listing and start of trading of medmix shares received in demerger
|30 September 2021
|Registration of the capital increase
|4 October 2021
|Settlement of capital increase
This document contains forward-looking statements including, but not limited to, projections of financial developments, market activity, future performance of products and solutions or planned transactions containing risks and uncertainties. These forward-looking statements are subject to change based on known or unknown risks and various other factors that could cause actual results, performance or events to differ materially from the statements made herein.
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This announcement has been prepared on the basis that any offer of securities in the UK will be made pursuant to an exemption under the Prospectus Regulation as it forms part of domestic law pursuant to the European Union (Withdrawal) Act 2018 (as amended) (the “UK Prospectus Regulation”) from the requirement to publish a prospectus for offers of securities. Accordingly any person making or intending to make any offer in the UK of the securities which are referred to in this announcement may only do so in circumstances in which no obligation arises for the issuer or any of the initial purchasers of such securities to publish a prospectus pursuant to section 85 of the FSMA or supplement a prospectus pursuant to Article 23 of the UK Prospectus Regulation, in each case, in relation to such offer.
Group Head of External Communications
Sulzer Management Ltd
Chief Financial Officer
Sulzer Management Ltd