A group holding 8.4 per cent of Gam’s voting shares has filed an objection to Liontrust’s takeover of the company, accusing the Swiss Takeover Board of acting contrary to the principles of Swiss takeover law.
Rock Investment SAS, made up of two Geneva-based companies, has formally challenged the decision of the Swiss Takeover Board regarding the takeover.
In a statement released yesterday (May 10), the investor said it is calling for the removal of the condition in the offer which allows Liontrust to withdraw its offer if Gam cannot sell its fund management services business.
“This condition makes the offer unfair to Gam's shareholders, needlessly favours the bidder and is contrary to the principles of Swiss takeover law,” the group said.
This condition would allow Liontrust to profit from the potential sale, the group said, while bearing none of the risk of a failed sale, “which Gam’s shareholders would bear in full”.
Also criticised was the “various exemptions” given to Liontrust by the Swiss takeover board (TOB), with the group saying this allows Liontrust to disregard trades carried out by one of its fund management subsidiaries prior to the offer announcement when establishing the minimum price of the offer, and considering the need to propose a cash alternative.
“It is the group’s view that the conditions for such an exemption are not met, notably because the TOB does not have the authority to exempt Liontrust from compliance with Swiss takeover rules' minimum price requirement.”
The group raised another concern about the timetabling of the deal.
Under the proposal by Liontrust, Gam’s shareholders would have until August 11 this year to accept the offer, but may not receive the Liontrust shares offered in exchange before the end of the year.
“During that period, shareholders would not be in a position to sell their Gam shares, nor withdraw their acceptances (in the absence of a withdrawal right under Swiss law), nor receive a competing offer,” the group said.
The group has called for the TOB to remove the condition regarding the sale of the fund management business, and for Liontrust to include trading activity in Gam in its offer documents, in order for shareholders to fully assess whether the offer is compliant with the Swiss minimum price requirement.
In the stock exchange statement announcing the takeover last week, Liontrust said its board understood that 19.6 per cent of Gam, including its director and senior managers, indicated they would support the acquisition.
NewGAMe SA is controlled by Rock Investment, which is owned by NJJ Holding, the personal holding company of French telecommunications billionaire Xavier Niel.
Bruellan SA is a provider of global wealth management solutions.
The two companies formed the group in April, which is led by hedge fund manager Albert Saporta, director of NewGAMe.
The group was set up solely to co-ordinate certain decisions in relation to the two companies’ stakes in Gam.
The Swiss TOB and Liontrust declined to comment. Gam has been contacted for comment.
sally.hickey@ft.com
