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Please find below all Forbo media releases listed by year.
glisau / Zurich, 22 February 2005
Forbo-shareholder Michael Pieper demands from the Board of Directors to immediately terminate the bidding process for Forbo. Simultaneously, CEO This E. Schneider has handed in his resignation. The Board of Directors adheres to his previous statement to support the process until 25 February 2005, but considers the probability of an offer being made to be questionable in view of the recent share purchases by Michael Pieper and his opposition to the bidding process.
Michael Pieper had been a member of Forbo's Board of Directors since 2000. Together with the delegate of the Board of Directors, This E. Schneider, he was part of the committee that co-initiated the bidding process for the company. This process was triggered by an offer not solicited by the Board of Directors. After the first bidder had increased his initial price indication, the Board of Directors has admitted – with the approval of and in cooperation with Michael Pieper and This E. Schneider – the interested bidders to conduct a Due Diligence about the company. Following a corresponding announcement (and a resulting increase in stock price) the capital increase was successfully approved by the General Assembly.
On 6 December 2004, four days after the extraordinary General Assembly deciding to increase the share capital, Michael Pieper surprisingly declared his resignation from the Board of Directors with immediate effect on the grounds that he intended to further increase his shareholdings in the company of, at the time, almost five per-cent. On 21 January 2005, Michael Pieper announced that his stake, together with the one of Franke Group controlled by him, had passed the threshold of 20 per-cent. On 20 February 2005, Michael Pieper informed the Board of Directors that he held clearly more than 25 per-cent of Forbo's share-capital.
In the past weeks, the Committee of the Board of Directors has pushed the bidding process ahead. The process is now about to be closed: One of the remaining three bidders intended to submit an offer with a price of CHF 260 per share on Friday of this week at the latest. The corresponding documents have been drafted and are being pre-examined by the authorities, a transaction agreement is ready to be signed, and it has been ensured that at this price, a fairness opinion would be obtained. There were indications from two other bidders that suggest that competing offers could have followed.
On 17 February 2005, the Board of Directors was, to its surprise, confronted with the resignation of This E. Schneider who motivated this step essentially by arguing that in his view the bidding process should be broken off instantly. Simultaneously, the Board of Directors received a list of claims from Michael Pieper who declared that he, together with the Franke Group, now held clearly over 25% of the shares of Forbo. Michael Pieper demands, inter alia, the instant registration of his shares in the shareholders' register and the break-off of the bidding process.
"I am surprised that Mr. Pieper and Mr. Schneider suddenly want to declare the bidding process, which they have both actively supported about two months ago, as obsolete" says Rolf Watter, designated Chairman of the Board of Directors. "I regret the abrupt departure of our CEO in this important and critical phase for our company."
The position of the new major shareholder in fact makes the probability of take-over offers questionable. Indeed, the Board of Directors would have welcomed to give the shareholders the opportunity to decide themselves about a potential take-over of the company, but must recognise that the position taken by Michael Pieper and the apparently concerted resignation of CEO This E. Schneider constitutes a very high obstacle.
The Board of Directors will now ensure that the management and all employees concentrate on the normal business to the advantage of all of Forbo's clients. He will appoint a CEO ad interim within the next few days; until then, the designated Chairman of the Board of Directors, Rolf Watter, will take this position. Moreover, the Board will submit, inter alia, the following agenda items to the General Assembly on 29 April 2005:
- Vote on a provision in the articles of incorporation preventing take-over offers below the price that the offeror has paid for the shares of the company during the last 12 months (before the announcement of the offer). This request for inclusion in the agenda was filed by the shareholder Tweedy, Browne Global Value Fund on 18 February 2005.
- Vote on the abolition of the restriction on voting rights, whereby the shareholders are free to decide whether Michael Pieper will be registered with more than 8% of the votes in the shareholders' register, thus allowing Michael Pieper to de facto control the company.
- Elections of members to the Board of Directors: Michael Pieper has announced that he will propose additional board members for election if he will be registered in the shareholders' register.
If the shareholders decide to allow the registration of Michael Pieper's shares and elects the new board members proposed by him, the current Board of Directors will resign so that the new controlling shareholder may assume full responsibility.
"It is absolutely legitimate to be against a take-over of Forbo", says Rolf Watter. "It is, however, not comprehensible to support the initiation of a bidding process and to then undermine such process later."
Forbo is a leading manufacturer and supplier of floor coverings, adhesives, and belting. Our products and services are globally recognized. In our flooring business the focus is on environmentally friendly and design-oriented linoleum, high quality vinyls and ready-to-lay parquetry. In the adhesives business high-performance adhesives provide stable and durable bonding of a variety of materials. Forbo manufactures conveyor, processing and power transmission belts under the trade name "Siegling".
The Forbo Group with head office in Eglisau, Switzerland, has some 5’600 employees today. The holding company, Forbo Holding AG, is listed at the SWX Swiss Exchange (securities number 354'151, Bloomberg FORN SW, Reuters FORZn S). Further information can be found at www.forbo.com.
Sequence of events
5 November 2004
CVC Capital Partners informs the Board of Directors of Forbo of its intent to submit a take-over offer at a purchase price of CHF 330 per share (corresponding to CHF 236.53 per share after the capital increase). The stock exchange price of Forbo shares on the day before the public announcement, i.e. on 10 November 2004, is CHF 207.50 (corresponding to CHF 175.28 after the capital increase).
11 November 2004
The Board of Directors of Forbo rejects the offer of CVC until more detailed information is submitted.
18 November 2004
Following CVC's increased indication of interest to buy Forbo's shares in the price range of CHF 350 to 370 per share (corresponding to CHF 246.53 to CHF 256.53 per share after the capital increase), the Board of Directors announces that it allows CVC to conduct a Due Diligence of the company. Further interested bidders ask the Board of Directors to be admitted to a Due Diligence also.
2 December 2004
The extraordinary General Assembly of Forbo approves the increase of the share capital by issuing 1'356'576 registered shares at an issuance price of CHF 150 per share. Hence, Forbo receives funds of about CHF 203 Mio.
6 December 2004
Michael Pieper, member of the Board of Directors since 2000, steps down from the Board of Directors with immediate effect on the grounds that he intends to possibly increase his shareholdings in Forbo of slightly less than 5% at that point in time.
24 January 2005
Forbo announces that Michael Pieper, together with Franke Group, holds an interest in Forbo exceeding 20%. Based on the voting restrictions laid down in the articles of incorporation, 8% are listed in the share register as carrying voting rights.
17 February 2005
This E. Schneider, CEO of Forbo Group, steps down from his position on the grounds that, in his view, the take-over process should be broken off immediately.
18 February 2005
A transaction agreement from an interested bidder at a price of CHF 260 per share is ready to be signed. The offering documents are being reviewed by the authorities.
20 February 2005
Michael Pieper informs the Board of Directors that his shareholdings, together with the ones of Franke Group, have increased to clearly more than 25% of the shares. He requests the registration of those shares in the shareholders' register and the immediate break-off of the bidding process.
29 April 2005 (General Assembly)
Should the registration of Michael Pieper's block of shares in the shareholders' register be allowed, and should the board of directors proposed by him be elected, the current Board of Directors will resign to allow the new controlling shareholder to assume full responsibility.
Head of Corporate Communications
Tel: + 41 1 868 25 69
Fax: + 41 1 868 35 69