August 31, 2004 -- Zurich, Switzerland-- Jobwerx News -- With a decision taken on August 25, 2004 the Federal Court overturned a ruling of the Swiss Federal Banking Commission (SFBC) dating back to June 12, 2003. Following a capital market transaction effected in October 2000, the SFBC had required the three founders of Quadrant, Adrian Niggli (Chairman of the Board ), René-Pierre Müller and Arno Schenk, to submit a takeover offer to all shareholders of Quadrant AG. The Federal Court has now remanded the case to the SFBC 'for a new ruling in line with the considerations'. The substantiation of the verdict has not yet been issued.

'We cannot comment on the decision, because the substantiation of the Federal Court is not available yet,' says Adrian Niggli. 'But we are glad that the SFBC ruling has been overturned.' As soon as the substantiation of the Federal Court is available, investors and the public will be informed about it in detail, added Niggli. Court costs will be divided between the plaintiffs and the Swiss Federal Banking Commission; for each of the parties this amounts to CHF 25,000. The Federal Court also required the SFBC to pay an idemnification amounting to CHF 25,000 to the three Quadrant shareholders.

The appeal filed with the Federal Court has its origin in October 2000, when the 33 1/3% voting right threshold had allegedly been exceeded. At that time Coop Bank, which together with Niggli, Müller and Schenk held 51% of voting rights on the basis of a pool agreement, announced its intention to sell its stake in Quadrant and to this end swapped its non-liquid registered shares for liquid bearer shares owned by, among others, Niggli, Müller and Schenk. After this share swap between members of the pool, the (added-up) stake in Quadrant held by Niggli, Müller and Schenk rose temporarily to 42% of the votes. Coop Bank subsequently sold its shares, and the pool agreement was dissolved.

In May of 2002 Quadrant decided to abolish the voting shares and created a unitary share structure. This further reduced the share of votes held by Niggli, Schenk and Müller to 6% to 7% each. In July of 2002 the Swiss Takeover Board (TOB) rendered a decision and saw an obligation to submit an offer on the basis of the swap transaction of October 2000. The SFBC as the second instance ruled in favor of the TOB decision and also ignored a request for an exemption from the obligation to submit an offer, legally provided for in such cases. Quadrant shareholders Niggli, Müller and Schenk then referred the SFBC decision to the Federal Court in the summer of 2003.

Quadrant, a Swiss-based public company, is a global leader in high-performance polymer materials and thermoplastic composites which are superior in performance over metals and other materials.


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