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Von Roll Holding AG

Von Roll: Board of Directors Opposes Majority Representation of von Finck minority group of shareholders and Stockpile Capital Increase

Zurich (ots)

Successful strategy shall be continued - controlled
growth generates sustainable value - further profitability increases
- no controlling majority for a minority group of shareholders - no
stockpile capital increase without specific purpose - adequate
representation of von Finck group of shareholders imaginable -
extraordinary general assembly on 13 August 2007
The board of directors of Von Roll Holding AG plans to adhere to
its successful strategy. Von Roll shall continue to achieve
double-digit growth rates while simultaneously following a strict
risk control management, with above-average profit growth. The board
of directors considers strategic continuity and the continuation of
the successful management by an experienced industrial executive team
as critical to achieve these goals. The board of directors proposes
to the shareholders to prevent a minority group of shareholders
gaining control. The board rejects the election of four
representatives of the von Finck minority group of shareholders. Such
action could only be justified by a successful takeover bid to all
shareholders. Furthermore, the board proposes to the shareholders to
reject the proposed capital increase of an undefined amount and at
the discretion of the von Finck minority group of shareholders.
On 15 Mai 2007, the von Finck minority group of shareholders,
owning, by their own account, 22% of the Von Roll share capital,
deposited two proposals with the board of directors: By adding four
additional members, nominated by the von Finck minority group of
shareholders, they plan to gain absolute majority on the board and
thus control over Von Roll, without having made a takeover bid to the
other shareholders. Subject to the election of the four additional
board members, the von Finck minority group of shareholders proposes
to the shareholders an ordinary capital increase between CHF 7
million and CHF 323 million.
The board of directors has evaluated the demands and recommends to
the shareholders (with one dissenting vote of the representative of
the von Finck minority group of shareholders) to reject all proposals
to the extraordinary general assembly presented by the von Finck
minority group of shareholders, since they are diametrically opposed
to the interests of the majority of shareholders.
No Corporate Control by a Minority
If the four candidates proposed by the von Finck minority group of
shareholders were elected to the board of directors, the minority
group of shareholders would be represented with five board members
and thus form a controlling majority on the board of directors of Von
Roll Holding. Corporate control by a minority group of shareholders
gained by such an action opposes the distribution of ownership as
well as good corporate governance and would be a sign of disrespect
against the majority of shareholders. The proposed balance of power
could only be justified by a successful takeover bid to all
shareholders.
Since 2000, Gerd Peskes has been the board representative of the
von Finck group of shareholders. Based on the equity participation
increase of the von Finck group of shareholders to 22%, as announced
in March 2007, the board of directors proposed to the von Finck
minority group of shareholders that they propose one additional
candidate for election to the board. The von Finck group of
shareholders rejected the proposal. The chairman of the board, Oskar
K. Ronner, said: "We want to build upon Von Roll's successful track
record. The composition of the board adequately reflects the
shareholdings. Minority control of the company would mean that a
majority of shareholders would de facto be denied their influence."
No Stockpile Capital Increase
The board of directors proposes to the shareholders to reject the
proposed stock pile capital increase. Absolutely no reasons were
given to back up the capital increase proposal of CHF 323 million.
The majority of shareholders would have no influence on the
allocation of these resources. "We will not propose a capital
increase until the company requires additional financial means for
specific, planned acquisitions to strengthen the Group's core
business. Tapping the full market potential in our core business to
ensure further double-digit growth and above-average profit increases
can be achieved with the financial means on hand", said Oskar K.
Ronner.
Successful Development since 2003
After the thorough and fundamental capital reorganization in 2003,
Von Roll successfully achieved a turnaround and in the four years
since, the new management has achieved a very positive development.
After focusing on its core business, "Von Roll Isola" increased
its sales from CHF 373 million in 2003 to CHF 532 million in 2006, an
increase of 43%, achieved by internal growth. The result improved
from CHF -52,1 million in 2003 to CHF 23.5 million in 2006. The
equity ratio increased from 2% in 2002 to 52% in 2006. After the
successful turnaround, Von Roll has developed a strategy for further
growth and above-average profit increases - the corresponding
measures are being implemented.
Continued Profitable Growth
The board of directors plans to pursue its strategy and considers
strategic continuity and the retention of the successful management
team as critical requirements.
By exploiting the full potential of the Group's current business,
von Roll is capable of further profitable growth. The medium-term
guidelines contain a doubling of the sales figures by 2012 to CHF 1
billion, compared to CHF 532 million in 2006. The Group plans to
increase its operating EBIT margin to 13-14%, after-tax profit shall
quadruple to CHF 100 million. These growth targets can be achieved
mainly with own funds.
In addition to its market leadership in insulation systems with
mica, the Group plans to gain a leading position in insulation
liquids, which should lead to an additional business volume of CHF 1
billion, with above-average earnings potential. This shall be
achieved with internal and external growth. Currently, the board of
directors assumes that the financing of external growth will
eventually lead to a clearly defined capital increase proposal.
Decisions of the Extraordinary General Assembly of 13 August 2007
All proposals will be dealt with at the extraordinary general
assembly of 13 August 2007, at 3 pm, at the Kongresshaus Zürich.  The
board of directors proposes to the shareholders to reject the
election of four additional representatives of the von Finck minority
group of shareholders to the board of directors of Von Roll Holding
AG. Furthermore, the board of directors proposes to the shareholders
to reject the proposal of the von Finck minority group of
shareholders for an ordinary capital increase.
Von Roll is a leading manufacturer of insulation solutions for
generators, motors and cables as well as fibre-reinforced composites
for special applications. The products, systems and services
contribute to increase energy efficiency and improve fire protection.
In 2006, the Group employed 1950 employees and generated sales of CHF
532 million.
Von Roll is listed on the SWX Swiss Exchange (ROL, Sec. No. 324535).
Important notice for media representatives and analysts:
On 3 July 2007, 10.30 am, Von Roll will hold a media conference at
the Park Hyatt in Zurich.
Further information: www.vonroll.com
Media contact:
Christine Frei
Corporate Communications
Von Roll Holding AG
Edenstrasse 20
8045 Zürich
Tel. +41 44 204 30 01
Email:  christine.frei@vonroll.com
Analysts' contact:
Stephan Naef
CFO
Von Roll Holding AG
Edenstrasse 20
8045 Zürich
Tel. +41 44 204 30 01 
stephan.naef@vonroll.com
Cautionary statement regarding forward-looking statements
This communication contains statements that constitute
"forward-looking statements". In this communication, such
forward-looking statements include, without limitation, statements
relating to our financial condition, results of operations and
business and certain of our strategic plans and objectives. Because
these forward-looking statements are subject to risks and
uncertainties, actual future results may differ materially from those
expressed in or implied by the statements. Many of these risks and
uncertainties relate to factors which are beyond Von Roll's ability
to control or estimate precisely, such as future market conditions,
currency fluctuations, the behavior of other market participants, the
actions of governmental regulators and other risk factors detailed in
Von Roll's past and future filings and reports filed with the SWX
Swiss Exchange and posted on our websites. Readers are cautioned not
to put undue reliance on forward-looking statements, which speak only
of the date of this communication. Von Roll disclaims any intention
or obligation to update and revise any forward-looking statements,
whether as a result of new information, future events or otherwise.