Facts
The SIG Holding AG (SIG) is a stock corporation with its registered office in Neuhausen. On 24 September 2006, the Board of Directors of SIG AG announced to the public that Romanshorn SA (the bidder) had expressed its interest in acquiring the shares of SIG. The Board of Directors rejected this offer as too low and decided to give both the bidder and third parties the opportunity to carefully examine the acquisition of SIG.
The Takeover Board issued a recommendation that SIG AG should grant the bidder the opportunity to conduct due diligence as soon as the bidder had signed the usual contracts for admission. SIG AG rejected this recommendation and was subsequently ordered by the Takeover Committee of the Swiss Federal Banking Commission (SFBC) to submit certain information and documents to the Takeover Board.
SIG AG appealed against this decision and argued that the Takeover Board had exceeded its powers and that the requested information was not necessary to verify compliance with the takeover regulations.
Considerations
The Federal Court dismissed SIG AG's appeal and confirmed the decision of the Takeover Committee. It stated that the Takeover Board was authorized to request from the target company all information and documents necessary for the market-neutral monitoring of the takeover regulatory auction process.
The court emphasized that the equal treatment of bidders is a fundamental principle of takeover law and that the target company is obligated to treat all bidders equally. It is not permissible for the target company to grant one bidder…