The Zürichsee-Zeitung is up for sale. Thedi Gut, Chairman of the Board of Directors of Zürichsee Medien AG, told the industry publication Klartext last December: "It's all about the succession plan; I'm now 62 years old. The Board of Directors and the family have decided that we want to have this succession plan worked out by next summer. The sale of the entire Zürichsee Medien AG (ZSM) is not an option".
Zürichsee Presse AG (ZSP) is the publisher of the Zürichsee-Zeitung, while Zürichsee Druckerei AG (ZSD) is, as can be seen from its homepage, "a service company that makes printed communication with its customers efficient and attractive". It is a pre-press company, there are no printing presses, the actual printing is done by partners. While ZSD is a wholly-owned subsidiary of Zürichsee Medien AG, ZSP has another major shareholder in addition to Zürichsee Medien AG: the NZZ Group. Through its subsidiary Freie Presse Holding AG, the NZZ Group holds a 40 percent stake in Zürichsee Presse AG. It can therefore be assumed that NZZ has a pre-emptive right to purchase ZSP. Recently, however, there have been increasing signs that buyers are being sought on a broad basis. In addition to Tamedia and NZZ, there are said to be other interested parties.
When asked by Werbewoche this week, Thedi Gut said: "Zürichsee Medien AG is a family-owned stock corporation. No one in the family is willing to succeed me. We on the Board of Directors have therefore decided to examine various options for this succession plan. One of these options is for us to offer part of Zürichsee Medien AG, namely Zürichsee Druckerei and our majority stake in Zürichsee-Zeitung, on the market.
When asked whether Freie Presse Holding did not have a pre-emptive right to Zurichsee Medien AG's 60 percent share in Zürichsee Presse AG, Gut said: "You have a pre-emptive right to this 60 percent, but only if we sell it alone. This is how it is worded in the contracts. It was the will of the people who signed the contracts at the time. If we sell Zürichsee Medien AG or several parts of Zürichsee Medien, then they have no right of first refusal". Gut continues: "We have a clear idea of what Zürichsee Medien AG - the parent company - should look like in five to ten years' time. We do not want a unilateral sale of our 60 percent stake in Zürichsee Presse AG, in which only NZZ would be a possible buyer. Such a sale would not solve our internal family problems. We are therefore not even considering this option."
In response to the additional question of whether the NZZ was also interested in this new construct, Gut said: "The process is only just beginning. I assume that the NZZ is also interested. But I can't say anything about that because we haven't yet received any feedback from NZZ." Gut did not want to confirm whether other potential buyers have been contacted: "We don't provide any information on this. But you can assume that we would not have chosen this procedure if we only wanted to talk to one party."
We wanted to know what the NZZ thinks about the whole thing. In an interview with Werbewoche, Albert Polo Stäheli, CEO of the NZZ Group, said: "As a long-standing partner of Zürichsee Presse AG, we are astonished by the actions of Zürichsee Medien AG. Both partners in Zürichsee Presse AG have a contractual right of first refusal and pre-emptive right to the other's shareholding. Whether this right of first refusal and right of first refusal can be circumvented by the now chosen construct of a subholding with the addition of prepress services will have to be clarified by the lawyers.
Ultimately, it is clearly about the sale of the Zürichsee-Zeitung. And it is precisely for this case that the partners have agreed the right of first refusal and right of first refusal. It would only be different if the parent company Zürichsee Medien AG were to be sold. In this case, the partners agreed that there should be no restriction. However, this is not the case with the addition of Zürichsee Druckerei to the sales package, which practically only generates throughput sales as it is not a printing company at all. This is obviously intended solely for the purpose of circumventing our prerogatives. Freie Presse Holding is naturally interested in the takeover of Zürichsee Presse AG and hopes to be able to reach an amicable agreement with Zürichsee Medien AG on the issues raised."
So much for the facts as they are now available. It remains to be seen whether the lawyers really have to decide the dispute. A fair partnership solution between two partners would certainly be the better solution. And above all, one that doesn't leave a stale aftertaste.
Pierre C. Meier