Swiss bakery group Aryzta has won a legal challenge to the 2008 merger agreement that united Hiestand Holding and IAWS into a single company.
A former Hiestand shareholder, Peter Jehner, took a legal action against Aryzta contesting the merger agreement.
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While he did not oppose the merger itself, he criticised the premium that was paid to private-equity firm Lion Capital as part of the deal.
Under the terms of the deal, IAWS acquired Lion’s 32% Hiestand stake for 12.7m IAWS shares and EUR30m (US$43.6) cash. Each IAWS share was then exchanged for one Aryzta share, meaning that Lion received an 8% stake in Aryzta. Meanwhile, the remaining Hiestand shareholders received only 8.7% of the enlarged Aryzta.
Lehner argued that all Hiestand shareholders should have received the same rate as Lion Capital for their shares.
The Zurich Commercial Court rejected this claim yesterday (19 April).
“Aryzta has consistently maintained that the claim was without merit,” the company said. “While Lehner may appeal the ruling of the Zurich Commercial Court to the Federal Court of Switzerland within 30 days of 1 May 2011, Aryzta will vigorously defend any appeal that may be brought.”
