Ad hoc announcements

CPH issues invitation and shareholder information brochure for Extraordinary General Meeting of 20 June 2024

• CPH Chemie + Papier Holding AG (CPH) issued its invitation and shareholder information brochure today for its Extraordinary General Meeting of 20 June 2024 • Shareholders will be asked to approve the division of the present CPH into two separate companies: the stock exchange-listed CPH Group AG and the off-exchange Perlen-Industrieholding AG • All CPH shareholders would receive one registered share in the new Perlen Industrieholding AG for every CPH registered share held through the distribution of a dividend-in-kind • The first trading day for the shares of the new Perlen Industrieholding AG has been set for 25 June 2024 • Non-cash impact of the proposed spin-off on the 2024 half-year results of the future CPH Group AG

Perlen, 24 May 2024 – CPH Chemie + Papier Holding AG (CPH) today issued its invitation to shareholders to an Extraordinary General Meeting (EGM) which will be held in Perlen on 20 June 2024 with a view to the planned separation of its paper manufacturing business from its chemistry and packaging activities. The EGM was announced in March 2024, after the CPH Board of Directors had resolved to seek shareholder approval for the proposed separation via spin-off of the paper business.

Subject to shareholder approval, the present CPH Chemie + Papier Holding AG will be split into two focused companies which will each further pursue their own specific strategy: the globally active and growth-oriented CPH Group AG with its chemistry (Zeochem) and packaging (Perlen Packaging) divisions; and Perlen Industrieholding AG, into which will be bundled the paper manufacturing business (Perlen Papier) and the real-estate assets at the Perlen industrial site. As a broad guide based on internal valuations, it can be assumed that some 72% of the value of the present CPH Group will be retained in the new CPH Group AG, while the remaining 28% can be assigned to the newly-spun-off Perlen Industrieholding AG.

The proposed transaction offers the opportunity to substantially increase the global presence of Zeochem and Perlen Packaging and to well equip the new CPH Group AG for the further challenges ahead. In geographical terms, the company will put a particular future focus on international niche markets with above-average growth potential in Asia, the USA and Latin America. At the same time, the continuation of the Perlen Papier brand is a clear commitment to the paper manufacturing business which, with its high productivity, remains soundly competitive. As a virtually debt-free enterprise, CPH Chemie + Papier Holding AG is taking this strategic action with a firm eye on the future and from a position of strength. The planned transaction is also supported by CPH’s anchor family shareholders, who will remain invested in both new companies.

The proposed spin-off of the paper division and the real-estate assets of the Perlen site via a capital reduction and the distribution to shareholders of a dividend-in-kind will have an impact on CPH Chemie + Papier Holding AG in financial accounting terms. On the completion date at the end of June, the book value of the net assets of the spun-off entity and the goodwill deriving from the prior acquisition of APS Altpapier Service Schweiz AG (which has previously been offset against equity) will be derecognized against the net fair value of the dividend-in-kind. This will result – owing primarily to the associated goodwill recycling – in a non-cash spin-off-related expense in the order of CHF 20 million, which will be taken to the 2024 half-year operating result as an accounting expense. In view of this, the CPH Group is likely to report a negative EBIT and net result for the half-year period. For 2024 as a whole, however, the outlook issued on 20 February 2024 can essentially be confirmed; and even after due accounting of the spin-off transaction, the new CPH Group AG is confident of reporting an EBIT for the year that is in the lower double-digit millions. CPH Group AG will also remain in very sound financial health with an equity ratio of 66% (after completion of the transaction based on the status as at 31 December 2023).

“We look forward to welcoming our shareholders to this Extraordinary General Meeting to vote on the transaction proposed,” says Peter Schaub, Chairman of the Board of Directors of CPH Chemie + Papier Holding AG. “We are convinced that this carving-out of our paper business and our Perlen real-estate assets will enable our investors to share in the potential further successes and the increased company value over the longer term that a stronger focusing of our Zeochem and Perlen Packaging businesses should provide. At the same time, a separately conducted paper business can better focus on its own strengths as an independent company in an off-exchange equity trading environment. And the Perlen industrial site also offers the new Perlen Industrieholding AG attractive long-term further development potential.”

If the CPH shareholders approve the proposed ordinary capital reduction and extraordinary dividend distribution at their EGM, the paper business will be spun off in the form of a shareholders’ dividend-in-kind. While the remaining and renamed CPH Group AG will continue to be listed on the SIX Swiss Exchange, the shares of the new Perlen Industrieholding AG will be tradeable over-the-counter on two off-exchange platforms, the OTC-X platform of the Berner Kantonalbank (www.otc-x.ch) and the LPZ-X platform of Bank Lienhardt & Partner (www.lienhardt.ch/private-banking/ausserboerslicher-handel/). The first day of trading of the shares of the new Perlen Industrieholding AG has been scheduled for 25 June 2024. 

The invitation to the Extraordinary General Meeting of 20 June 2024 and the associated shareholder information brochure (including an indicative timetable) are also available (in German) on the CPH website at https://cph.ch/en/investors/general-meeting/.

 

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