Wicki Partners AG assisted Olma Messen St.Gallen cooperative in its transformation into a public limited company
Last Friday, April 28, 2023, was a historic day for the Olma Messen St.Gallen Cooperative: the Cooperative Assembly unanimously approved the transformation of the tradition-steeped cooperative into a forward-looking, agile public limited company. The next step will be the broad opening of the company to public shareholders: The corresponding prospectus was published some time ago and the subscription of shares of Olma Messen St.Gallen AG can be done online.
Wicki Partners had the privilege of advising and supporting the management of Olma Messen in terms of corporate and merger law, as well as with regard to financial market supervisory issues on this epochal path to becoming a public limited company. The now completed transformation into a joint stock company not only strengthens and modernizes the corporate structures of the company, but also leads to a stabilization of the company's equity capital, which represented essential requirements for the involved bank consortium and the representatives of the public authorities for the conversion of financing loans into equity capital.
Olma is part of the culture of eastern Switzerland - it was one of the largest and most important cooperatives in Switzerland, and it has a participatory character that is deeply rooted in agriculture, trade and the community. For this reason, there was a desire for as much continuity as possible in the identity: as far as possible and reasonable, cooperative elements of the previous Olma should also be retained in the legal dress of the joint-stock company. This concern was taken into account in the preparation of the new Articles of Association: it is a model example of a cooperative stock corporation, but with all modern collaboration and decision-making possibilities. The new stock corporation law, which came into force on January 1, 2023, also presented a particular challenge in the preparation of the Articles of Incorporation, which took several months due to the numerous consultations.
In parallel to the preparation of the conversion, which included in particular the drafting of the Articles of Association and the conversion documents in accordance with the Merger Act, Wicki Partners coordinated the capital increase planned in several tranches following the conversion. In order to be able to execute the first tranche of the capital increase as seamlessly as possible after the conversion, the shares could already be subscribed prior to the conversion of Olma Messen. The issue prospectus according to Art. 35 ff. FIDLEG for the public offering of shares posed a particular challenge under these circumstances, as it was written for shares of a company that did not even exist in this legal dress at the time of the approval of the prospectus, indeed not even the capital of the cooperative to be converted was finally determined. A very large number of new shareholders is also expected: In order to keep the organizational effort and costs low for Olma Messen, Wicki Partners, together with other external partners, facilitated the subscription and management of the shares in a purely electronic manner. The first tranche of the capital increase (based on the statutory capital band) should be completed within a few weeks.
We would like to thank Olma Messen St.Gallen AG for the close, constructive and trusting cooperation.