12 December 2025
Decision of the Takeover Board 920/01 of 11 December 2025 in the matter of APGISGA AG concerning the application by Aktiengesellschaft für die Neue Zürcher Zeitung regarding the determination of the validity of the Takeover Board’s Decision 920/01 of 11 December 2025 in the matter of APGISGA AG concerning the application by Aktiengesellschaft für die Neue Zürcher Zeitung regarding the determination of the validity of a selective ‘opting-up’ clause and regarding acting in concert within the meaning of the obligation to make a bid with regard to APG SGA SA
On 11 December 2025, the Takeovers Commission issued the following order:
On the basis of the documents submitted to the Takeover Commission, it is determined that the proposed ‘opting up’ and the corresponding provision in the Articles of Association to be put to the shareholders of APG SGA SA for approval are valid and effective under takeover law, provided that the requirements regarding transparency and the consent of the shareholders of APG SGA SA – including the consent of the ‘majority of the minority’ – are met in accordance with the details set out in the application submitted by Aktiengesellschaft für die Neue Zürcher Zeitung on 26 November 2025.
On the basis of the documents submitted to the Takeover Board, it is established that all shareholders of APG SGA SA, with the exception of Aktiengesellschaft für die Neue Zürcher Zeitung, JCDecaux SE, the members of the JCD Group, Pargesa Asset Management SA and the members of the Pargesa Group, are to be regarded as "minority shareholders" and, as such, are entitled to vote in accordance with takeover law at the General Meeting of APG SGA SA on the introduction of the proposed ‘opting up’; consequently, their votes must be included when determining the approval of the “majority of the minority”.
On the basis of the documents submitted to the Takeover Board, it is established that APG SGA SA and Aktiengesellschaft für die Neue Zürcher Zeitung are not acting in concert within the meaning of Article 135(1), first sentence, of the FinfraG in conjunction with Article 33 of the FinfraV-FINMA, and that the shares in APG SGA SA held by APG SGA SA or by companies controlled by APG SGA SA cannot be attributed to the Aktiengesellschaft für die Neue Zürcher Zeitung.
On the basis of the documents submitted to the Takeover Board, it is established that the Aktiengesellschaft für die Neue Zürcher Zeitung and JCDecaux SE, on the one hand, and the Aktiengesellschaft für die Neue Zürcher Zeitung and Pargesa Asset Management SA, on the other hand, are acting, through the conclusion and completion of the respective share purchase agreements and beyond that, not in concert within the meaning of Article 135(1) of the FinfraG and Article 33 of the FinfraV-FINMA.
APG SGA SA publishes, in accordance with Article 61(3) and (4) of the UEV, any statement issued by its Board of Directors, the operative part of this order and a notice regarding the right of qualifying shareholders to to lodge an objection to this order as soon as the transactions described in this order are announced.
This decision will be published on the Takeover Board’s website following the publication of the APG SGA SA notice in accordance with paragraph 5 of the operative part.
Should this order not be published within the meaning of paragraph 5 of the operative part due to the failure to carry out the transactions described in this order, the Takeover Board shall refrain from publishing this order within the meaning of paragraph 6 of the operative part. In such a case, paragraphs 1 to 4 inclusive of the operative part shall have legal effect exclusively in connection with the transactions described in this order.
The fee payable by the public limited company for the *Neue Zürcher Zeitung* amounts to CHF 40,000.
Objection (Article 58 of the Takeover Ordinance; UEV)
A shareholder who can demonstrate that they hold at least three per cent of the voting rights in APG SGA AG, whether exercisable or not (qualified shareholder, Art. 56 UEV), and who has not yet participated in the proceedings, may lodge an objection to the Takeover Board’s decision. The objection must be lodged with the Takeover Board within five trading days of the publication of the Takeover Board’s decision. It must contain a request and a summary statement of grounds, as well as proof of the holding in accordance with Article 56(3) and (4) of the Takeover Ordinance (Article 58(3) of the Takeover Ordinance).
Contact
APG|SGA AG, Press Office
T+41 58 220 70 71, media@apgsga.ch