12 December 2025
[Ad hoc announcement pursuant to Article 53 of the KR]
The NZZ has agreed with the other major shareholders, JCDecaux SE and Pargesa Asset Management S.A. (a subsidiary of the Belgian CNP Group) in two separate transactions to acquire a further 20 per cent of the shares in the listed company APG|SGA AG. Corresponding agreements have been concluded between the NZZ and JCDecaux SE and Pargesa Asset Management S.A. respectively. Upon completion of these purchases, the NZZ’s stake in APG|SGA AG would increase from 25 per cent to 45 per cent. One of the conditions for the completion of the two share purchases is that the General Meeting of APG|SGA AG incorporates a so-called “opting-up clause” into the company’s Articles of Association. This provision would exempt NZZ from the obligation to make a takeover bid to all APG|SGA shareholders, provided that NZZ does not exceed the threshold of 49 per cent of the voting rights. The NZZ has submitted a request to the Board of Directors of APG|SGA AG to convene an extraordinary General Meeting to vote on the proposal to incorporate the opting-up provision into the Articles of Association of APG|SGA AG.
The Board of Directors (or the specially formed committee comprising its members who are independent of the shareholders concerned) supports the NZZ’s proposal and is expected to convene an extraordinary general meeting on 23 January 2026.
Alongside the announcement of these transactions, APG|SGA AG has announced changes to the Board of Directors planned for the 2026 Annual General Meeting.
On 11 December 2025, the NZZ announced that it had signed, with JCDecaux SE and with Pargesa Asset Management S.A., separate share purchase agreements concerning the acquisition of a total of 20 per cent of the shares in APG|SGA AG at a price of CHF 220 per share. Upon completion of these transactions, NZZ would increase its stake in APG|SGA AG from the current 25 per cent to 45 per cent. The completion of the two purchase transactions is subject, in particular, to the condition that the General Meeting of Shareholders of APG|SGA AG approves the introduction of a so-called formally selective ‘opting-up’ provision into the company’s Articles of Association, i.e. a provision in the Articles of Association whereby NZZ is exempt from the obligation to make a takeover bid if it exceeds the threshold of 331/3% of the company’s voting rights, provided that it does not exceed the higher threshold of 49 per cent of the voting rights in accordance with the proposed ‘opting-up’ provision. The transactions are also subject to the Takeover Board issuing a legally binding determination confirming the validity of the inclusion of the ‘opting-up’ provision in the Articles of Association and to obtaining the approvals of the competition authorities in Switzerland and Serbia.
The NZZ’s proposal to incorporate the ‘opting-up’ provision into the Articles of Association, and the two share sales by JCDecaux SE and Pargesa Asset Management S.A. to the NZZ that gave rise to this proposal, were assessed by the Board of Directors solely by those board members who are independent of the parties involved (i.e. NZZ, JCDecaux SE and Pargesa Asset Management S.A.). Following a thorough review, these independent Board members concluded that, in their view, NZZ’s proposal is in the company’s best interests. The Board of Directors (or the committee comprising its independent members) will therefore recommend that shareholders approve NZZ’s proposal and the proposed amendment to the Articles of Association. The final decision rests with the shareholders, who will be invited to an extraordinary general meeting for this purpose.
Positive assessment by independent board members
The reasons that led the independent members of the Board of Directors to reach this positive assessment will be explained in more detail in a detailed statement sent to the shareholders of APG|SGA AG together with the invitation to the extraordinary general meeting. This statement will also provide further details on the background to the transactions and the implications of the ‘opting-up’ provision proposed by the NZZ. In summary, the reasons are as follows:
The NZZ has held a substantial stake in APG|SGA AG since June 2024. The independent members of the Board of Directors view this existing investment positively. As a media company firmly established in Switzerland with an excellent reputation and strong brand presence, the NZZ is an ideal partner for APG|SGA AG. The fact that the NZZ has decided to significantly increase its investment once again is a strong indication that it is confident in the long-term success of APG|SGA AG.
The two previous major shareholders, JCDecaux SE and Pargesa Asset Management S.A., have each independently decided to sell their shareholdings in the company. In this situation, the independent members of the Board of Directors view the planned sales to the NZZ as a market-friendly solution to this situation involving two major shareholders wishing to exit, which is also beneficial for the company and its shareholders. In their view, the sales to NZZ will lead to a lasting stabilisation of the shareholder base of APG|SGA AG.
The NZZ is committed to continuing APG|SGA AG’s shareholder-friendly dividend policy.
The NZZ has expressed its intention to safeguard APG|SGA AG’s independence from the NZZ and to support its management in accordance with the principles of good governance. The NZZ has therefore undertaken, in the event that the transactions are completed, under an agreement concluded for a term of at least five years (a so-called ‘Relationship Agreement’) with APG|SGA AG, to ensure that the Board of Directors is at all times composed of a majority of individuals who are independent of the NZZ. NZZ is entitled to propose the nomination of two representatives to the Board of Directors for as long as it holds at least 25 per cent of the shares, one of whom is to be nominated as Chairman of the Board. This right to propose candidates is reduced to one representative should the NZZ’s shareholding fall below 25 per cent (but remain at least 10 per cent). Deviations from the agreed restrictions on these nomination rights may be made by mutual agreement with the Board of Directors in the interests of APG|SGA AG. In the event that the Chairman of the Board of Directors is a representative of NZZ, NZZ has undertaken to support the appointment of an independent Vice-Chairman. This person, or another independent member, may also be assigned the role of a so-called Lead Independent Director. The NZZ is to be appropriately represented on the committees of the Board of Directors, but no committee is to have a majority of NZZ representatives. In the view of the independent members of the Board of Directors, this agreement adequately safeguards the interests of the minority shareholders of APG|SGA AG.
The proposed ‘opting-up’ clause does not go beyond what is necessary. Whilst the adoption of this provision would mean that shareholders would waive their right to a mandatory offer should NZZ exceed the threshold of 331/3 per cent of voting rights as a result of the share purchases, NZZ has in any case ruled out the submission of such an offer. Should the General Meeting reject the proposal, the planned share purchases would not go ahead and the shareholders would therefore not benefit from an offer by NZZ in this case either. Furthermore, the proposed ‘opting-up’ provision applies only to NZZ (and not to any future acquirers of shares) and only up to a voting rights share of 49 per cent. The ‘opting-up’ clause will also only apply if the planned share purchases by JCDecaux SE and Pargesa Asset Management S.A. are completed.
In its decision of 11 December 2025, the Takeover Commission confirmed the validity of the ‘opting-up’ provision, based on the usual assumptions in such cases. This decision is available at https://www.apgsga.ch/de/ueber-uns/medienmitteilungen/ .
Extraordinary General Meeting in January 2026 – Resolution requires a ‘minority majority’
On 11 December 2025, the NZZ submitted a request to the Board of Directors of APG|SGA AG to convene an extraordinary general meeting, setting out the agenda item and the proposal concerning the introduction of the ‘opting-up’ provision into the company’s articles of association.
The decision on the NZZ’s proposal rests with the shareholders of APG|SGA AG. To this end, APG|SGA AG intends to issue a notice of an extraordinary general meeting in the near future, which is expected to take place on 23 January 2026. A special feature of the resolution process, under takeover law, is that approval of the proposal requires more than just the consent of the majority of the voting rights represented at the General Meeting. Rather, the approval of the so-called ‘majority of the minority’ is also required, for which the votes of the proposer, NZZ, as well as those of the sellers, JCDecaux SE and Pargesa Asset Management S.A., are not taken into account. The decision therefore rests with the company’s shareholders who are not involved in the transactions.
The company will provide its shareholders with further information together with the notice convening the planned extraordinary general meeting.
Changes to the Board of Directors
Irrespective of the transactions announced above and the outcome of the vote on the proposed ‘opting-up’, the Chairman of the Board of Directors, Dr Daniel Hofer, after 15 years of successful service to the company, 11 of which were as Chairman of the Board of Directors, in the year marking our company’s 125th anniversary, decided not to stand for re-election as a member or Chairman of the Board of Directors. The Board of Directors will propose Dr Felix Graf, CEO of NZZ, as his successor for election at the forthcoming Annual General Meeting, which is scheduled for 23 April 2026. Xavier Le Clef, CEO of the CNP Group, to which Pargesa Asset Management S.A. belongs, will also not be standing for re-election. Dr Maya Bundt, a current member of the Board of Directors, is to be appointed Vice-Chair, subject to her re-election to the Board. Corine Blesi, Managing Director of NZZ Connect and a member of the NZZ’s extended executive management team, is to be proposed as a new candidate for election to the Board of Directors. Until further notice, it is intended that the Board of Directors shall consist of six members. Should the ‘opting-up’ proposed by NZZ be approved by the extraordinary general meeting and the increase in NZZ’s shareholding be completed, the role of Lead Independent Director will also be created on the Board of Directors, to be filled by Dr Maya Bundt.
Contact
APG|SGA AG, Press Office
T+41 58 220 70 71, media@apgsga.ch