After Alpine Select’s announcement that it planned to try to force its way onto Altin’s Board, kick out three directors and pay out a large proportion of Altin’s capital, the Altin Board has responded.
“The Board of Directors of ALTIN AG (“ALTIN”), after careful consideration, categorically rejects the proposals of Alpine Select AG (“Alpine Select”) to pay out a substantial dividend and to recall three long-standing members of the Board and replace them with appointees nominated by Alpine Select. The Board of Directors acknowledges Alpine Select as an important shareholder and therefore proposes the election of Thomas Amstutz as a new member of the Board.
The Extraordinary General Meeting will take place on 18 March 2016 at 2:00pm (CET) in Zug, Switzerland. The full invitation and agenda to the Extraordinary General Meetinghas been made public. ALTIN has also issued a Letter to Shareholders and the independent auditors’ report regarding the proposed dividend. These are available on www.altin.ch (“About ALTIN / Reports & Publications”, “Other documents”).
The Board of Directors strongly feels the measures brought forward by Alpine Select will be detrimental to the interests of ALTIN and its shareholders. The Board of Directors of ALTIN are categorically opposed to the requested distribution of a gross dividend of CHF 68’994’120 (CHF 20 per share before deduction of 35% Swiss withholding tax) out of the retained earnings for a number of fundamental reasons:
- The Board of Directors is of the opinion that the payment of such a large dividend does not comply with Swiss law, as ALTIN does not have sufficient short term liquidity, as formally confirmed by ALTIN’s auditors. This is a clear demonstration to what extent Alpine Select’s proposal is irresponsible, short term in nature and not in the best interests of ALTIN or its shareholders as a whole.
- The distribution of a dividend from retained earnings will be subject to a 35% withholding tax, which will be extremely detrimental to most investors, but not to Alpine Select which, as a Swiss corporate entity, will be in a position to reclaim most of the tax in a relatively short period of time.
- The distribution of such a large dividend would send an extremely negative signal to the market and de facto put an end to all the successful efforts that have been made over the last few years to broaden ALTIN’s appeal.
- It is the opinion of the Board, the management and ALTIN’s advisors, that the payment of such a large dividend could be a contributing factor towards a widening of the discount.
- Alpine Select never sought to engage in a dialogue with ALTIN’s Board of Directors before it issued this surprisingly hostile requisition. The Board was taken by surprise by this sudden move to an aggressive stance, as just recently Alpine Select had praised the work done by ALTIN’s management and Board over the last few years and had always declared themselves as long term supporters of ALTIN.
The Board of Directors also opposes the recall of Dr. Peter Altorfer, Eric M.C. Syz and André Pabst as members of the Board of Directors and the election of Gerhard Niggli, Dr. Dieter Dubs as new members of the Board of Directors.
Board independence remains at the core of good corporate governance and the proposed replacement of most of the existing Board by management or appointees of Alpine Select goes fundamentally against this principle, as the Board as proposed by Alpine Select would clearly be serving the interests of one substantial minority shareholder.
Despite being in disagreement with the motions put forward by Alpine Select, the Board of Directors nonetheless proposes to nominate Mr Thomas Amstutz to the Board of ALTIN with the objective of working constructively with Alpine Select to allow ALTIN to prosper and meet all shareholder expectations over the long term.
Links EGM invitation and agenda https://www.altin.ch/p/CNTP_662085_EN
Letter to Shareholders https://www.altin.ch/p/CNTP_662285_EN
Auditors’ report https://www.altin.ch/p/CNTP_663088_EN ”
ALTN : Altin fights back