Pestalozzi advises the Mankel family on CHF 2bn+ transaction to become dormakaba Holding AG's (SIX: DOKA) majority shareholder in connection with the simplification of dormakaba Holding AG's ownership structure

On 1 September 2026, dormakaba Holding AG (SIX: DOKA), a company listed on the SIX Swiss Exchange, announced that it will propose steps to simplify the group's ownership structure at the upcoming annual general meeting. According to the proposed transaction, dormakaba Holding AG will acquire – subject to shareholder approval, regulatory approvals and other customary closing conditions – the Mankel family’s remaining 47.5% interest in the group’s operating business for a total consideration of CHF 2.13 billion against issuance of new shares and a cash component. Upon completion, the Mankel family is expected to hold approximately 52.09% of the shares and voting rights in dormakaba Holding AG.

The transaction includes a relationship agreement to safeguard the minority shareholders' interests (e.g., by limiting the number of Board members that the Mankel Family Group may nominate, by prohibiting the Mankel Family Group from increasing its shareholding in the Company above 57%) and to ensure that dormakaba Holding AG continues to exist and is managed as an independent company following completion of the transaction.

The intention behind the transaction is to consolidate the group's economic ownership at the level of the listed holding company, simplify the ownership structure, enhance transparency for investors and strengthen dormakaba’s capital markets profile. In addition, the proposed transaction will create around CHF 2 billion in capital contribution reserves from foreign sources, which may be distributed to shareholders in the future without deduction of Swiss withholding tax and, for individuals with tax domicile in Switzerland who hold the shares in the Company as part of their private assets, not subject to income tax.

Pestalozzi advises the Mankel family on all Swiss law aspects of the proposed transaction.

Pestalozzi Attorneys at Law Ltd.
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