Federal Act on Financial Market Infrastructures and Market Conduct in Securities and Derivatives Trading

¹The pro­vi­sions of this chapter and Art­icle 163 ap­ply to pub­lic takeover of­fers re­lat­ing to equity se­cur­it­ies of com­pan­ies (tar­get com­pan­ies):

a.

with their re­gistered of­fice in Switzer­land whose equity se­cur­it­ies are at least partly lis­ted on a stock ex­change in Switzer­land;

b.

with their re­gistered of­fice abroad whose equity se­cur­it­ies are at least in part mainly lis­ted in Switzer­land.

²If both Swiss and for­eign law are sim­ul­tan­eously ap­plic­able to a pub­lic takeover of­fer, the pro­vi­sions of Swiss law may be re­lin­quished if:

a.

the ap­plic­a­tion of Swiss law would lead to a con­flict with the for­eign law; and

b.

the pro­tec­tion provided by the for­eign law to in­vestors is equi­val­ent to that provided by Swiss law.

³Com­pan­ies may, pri­or to their equity se­cur­it­ies be­ing ad­mit­ted to of­fi­cial list­ing on a stock ex­change in ac­cord­ance with para­graph 1, state in their art­icles of in­cor­por­a­tion that an of­fer­or shall not be bound by the ob­lig­a­tion to make a pub­lic takeover of­fer in ac­cord­ance with Art­icles 135 and 163.

⁴A com­pany may at any time ad­opt a pro­vi­sion in ac­cord­ance with para­graph 3 in its art­icles of in­cor­por­a­tion, provided that this does not pre­ju­dice the in­terests of share­hold­ers with­in the mean­ing of Art­icle 706 CO¹.