The 12th Annual General Meeting of Alpiq Holding Ltd. was held in Lausanne on 24 June 2020 without the physical attendance of shareholders. This measure was implemented against the backdrop of the current COVID-19 Ordinance 2 in order to protect the health of shareholders and Alpiq employees. Shareholders exercised their rights exclusively by written or electronic mandate and instruction of the designated independent proxy. The independent proxy represented 98.56 percent of the share capital.
Shareholders approved the 2019 consolidated financial statements of the Alpiq Group as well as the annual report and the 2019 annual financial statements of Alpiq Holding Ltd. The General Meeting discharged the members of the Board of Directors and approved the motion by the Board of Directors not to pay a dividend in light of the current results. The Board member René Longet did not stand for re-election at the General Meeting. Aline Isoz was appointed as a new member of the Board of Directors. All the other existing members of the Board of Directors and the Chairman Jens Alder were re-elected.
Merger of Alpiq Holding Ltd. and Alpha 2020 Ltd. approved
The Annual General Meeting of Alpiq Holding Ltd. approved the squeeze-out merger with Alpha 2020 Ltd. proposed by the Board of Directors with a majority of 91.73 percent of all Alpiq Holding Ltd. shares registered in the commercial register. [Corrigendum of 07/02/2020: 91.73 percent referred to the shares represented at the Annual General Meeting and not to all shares registered in the commercial register. Correct: The General Meeting of Alpiq Holding Ltd. approved the squeeze-out merger with Alpha 2020 AG proposed by the Board of Directors with 90.41 percent of all Alpiq Holding Ltd. shares registered in the commercial register. Conclusion: This does not change the result of the resolution on the merger agreement between Alpiq Holding Ltd. and Alpha 2020 Ltd. The squeeze-out merger was approved by the General Meeting with the necessary majority of votes of over 90 percent.]
Following the approval resolution of the Extraordinary General Meeting of Alpha 2020 Ltd. adopted on the same day, Alpiq Holding Ltd., as the transferring company, will be merged into Alpha 2020 Ltd. The assets and liabilities will be transferred without affecting creditors by universal succession to Alpha 2020 Ltd. The absorption will not affect Alpiq’s relationships with customers, suppliers, partners and employees.
Alpha 2020 Ltd. – which was renamed Alpiq Holding Ltd. following another resolution of today’s General Meeting – is fully controlled by the anchor shareholders Schweizer Kraftwerksbeteiligungs-AG (SKBAG), the Consortium of Swiss Minority Shareholders (KSM; consisting of Aziende Industriali di Lugano (AIL) SA, EBL (Cooperative Elektra Baselland), EBM (Cooperative Elektra Birseck), Eniwa Holding AG, the canton of Solothurn and WWZ AG) and EOS Holding SA (EOS).
Following the elections, which were also conducted at the General Meeting of Alpha 2020 Ltd., the Board of Directors of the merged company Alpiq Holding Ltd. (formerly Alpha 2020 Ltd.) consists of the Board members Conrad Ammann, Tobias Andrist, Dominique Gachoud, Aline Isoz, Jørgen Kildahl, Alexander Kummer-Grämiger, Anne Lapierre, Wolfgang Martz, Hans Ulrich Meister, Jean-Yves Pidoux, Heinz Saner and Phyllis Scholl, as well as Jens Alder as Chairman.
Settlement of CHF 70 per Alpiq Holding Ltd. share
All minority shareholders of Alpiq Holding Ltd. will be paid a settlement pursuant to Art. 8 Para. 2 of the Merger Act amounting to CHF 70 for each Alpiq Holding Ltd. share held by them at the time of the merger. The interests of the minority shareholders are safeguarded because they will be paid a settlement equal to the value of the registered share of Alpiq Holding Ltd. In the context of the squeeze-out merger, Alantra AG had been commissioned to prepare an independent valuation report to be submitted to the Boards of Directors of Alpiq Holding Ltd. and Alpha 2020 Ltd. The Alantra valuation report calculated a value range from CHF 63.30 to CHF 72.50 per Alpiq share and thus confirmed that the agreed settlement of CHF 70 per share is appropriate.
This means that the shareholders who will receive a settlement within the framework of the merger, will be treated identically to those public shareholders who tendered their Alpiq shares in the context of the public purchase offer.
Alpiq makes an important contribution to security of supply
Alpiq Chairman of the Board Jens Alder says: “I look forward to our ongoing collaboration within the Alpiq Board of Directors. Our shareholders believe in the future of our company, and I am convinced that Alpiq will consolidate and continue to evolve as a major Swiss electricity producer and energy trader over the long term.”
With a share of up to 20 percent of the total electricity generated in Switzerland, Alpiq’s power plants make an important contribution to Switzerland’s security of supply and to the implementation of the Energy Strategy 2050. Thanks to its flexible power plant portfolio, the company is playing its part in a climate-friendly energy future.
Find more information about Alpiq on www.alpiq.com