26 June 2019

Valartis Share buy-back programme at a fixed price:
11 June 2019 – 25 June 2019

A total of 432,966 registered shares were tendered to Valartis as part of the fixed-price share buyback offer.

PUBLICATION OF TRANSACTIONS

Transaction Report as of 11 June 2019 to 25 June 2019 download

As part of the share buyback offer submitted by the Board of Directors of Valartis Group AG on 28 May 2019 for a maximum of 359,000 registered shares (7.18 percent of the current share capital) at a fixed price of CHF 10.30 per registered share for the purpose of capital reduction, Valartis was tendered a total of 432,966 registered shares during the offer period from 11 June 2019 to 25 June 2019 (11.00 a.m. CEST). As the number of registered shares tendered exceeded the volume of the buyback offer, the registered shares were repurchased from the tendering shareholders on a pro rata basis, i.e. the tender was reduced on a pro rata basis to a maximum of 359,000 registered shares.

Payment of the net price (repurchase price less Swiss federal withholding tax on the difference between the repurchase price and the par value) and delivery of the registered shares took place on 27 June 2019.

The Board of Directors will propose to the Annual General Meeting on 19 May 2020 a capital reduction by cancellation of the registered shares repurchased under the share buyback programme.

VALARTIS SHARE BUY-BACK PROGRAMME AT A FIXED PRICE

Following receipt of regulatory approval, Valartis Group AG announced on 28 May 2019 its share buy-back programme:

At the Annual General Meeting 2019 of 14 May 2019, the Board of Directors of Valartis Group AG was authorised to buy back up to 470,000 of its own shares either via a separate trading line on SIX Swiss Exchange AG or by other means. On the basis of this resolution, the Board of Directors decided to buy back a maximum of 359,000 registered shares at a fixed price. This corresponded to a maximum of 7.18 percent of the registered capital of CHF 5,000,000.00, divided into 5,000,000 registered shares with a par value of CHF 1.00 each, and the voting rights. The Board of Directors will propose a capital reduction by cancellation of the registered shares repurchased under this buyback programme to the Annual General Meeting 2020 on 19 May 2020.

SCOPE OF THE BUYBACK OFFER

A maximum of 359,000 registered shares was repurchased at a fixed price. As the number of registered shares tendered exceeded the volume of the repurchase offer, the registered shares were repurchased from the tendering shareholders on a pro rata basis, i.e. the repurchase offer was reduced on a pro rata basis.

BUYBACK PRICE

The repurchase price for the registered shares tendered at a fixed price under the repurchase offer was CHF 10.30. The repurchase price was subject to Swiss withholding tax on the difference between the repurchase price and the nominal value.

DURATION OF BUYBACK

The buyback offer at a fixed price was valid from 11 June 2019 until 25 June 2019.

REGISTERED SHARES OF VALARTIS GROUP AG

Swiss Securities No
ISIN
Ticker
36,742,768
CH0367427686
VLRT

Ordinary trading in Valartis registered shares under security number 36,742,768 were not affected by this programme and continued normally. A Valartis shareholder willing to sell therefore had the choice of either selling Valartis shares in normal trading during the offer period or tendering Valartis shares at a fixed price as part of the repurchase offer.

TAXES

The federal withholding tax is 35 percent of the difference between the repurchase price of the shares and their nominal value. The tax is deducted from the repurchase price by the repurchasing company or its appointed bank for the attention of the Swiss Federal Tax Administration. Persons domiciled in Switzerland are entitled to a refund of withholding tax if, at the time the repurchase offer was announced, they had the right to use the shares, provided they prove this to the Federal Tax Administration in the refund procedure and declared the income in their tax return or duly booked it as income. Cases of tax avoidance in accordance with the practice of the Federal Tax Administration are reserved. Persons domiciled abroad may reclaim the tax in accordance with any double taxation agreements.

1. Shares held as private assets: If the shares are repurchased by the company, the difference between the repurchase price and the par value of the shares represents taxable income (par value principle).

2. Shares held as business assets: If the shares are repurchased by the Company, the difference between the repurchase price and the book value of the shares represents taxable income or a tax-deductible loss (book value principle). In the case of corporations and cooperatives, this income may, under certain conditions, entitle the holder to deduct the investment.

All shareholders must seek their own specific tax advice, and nothing herein is intended or should be considered as tax advice.

Date
11 June 2019
Commencement of the programme
25 June 2019
End of the programme
26 June 2019
Publication of the result
27 June 2019
Payment of the net price and title delivery

Further details on this Programme can be found in the official announcements which can be accessed using the following links:

Official buy-back announcements in German and French

Official buy-back announcement in German download

Official buy-back announcement in French download

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