Homburger advises dormakaba on the simplification of its ownership structure

On September 1, 2026, dormakaba Holding AG (SIX: DOKA) announced a transaction to simplify its ownership structure by consolidating the full economic interest in its operating business at the level of the listed holding company.

Under the proposed transaction, dormakaba Holding AG will acquire the Mankel family’s 47.5% interest in dormakaba’s operating business for CHF 2.13 bn by way of a contribution in kind. In consideration, the Mankel family will receive 36,161,560 newly issued registered shares in dormakaba Holding AG at an issue price of CHF 58.0989 per share and a cash component of CHF 29.9 m. Upon completion, the Mankel family is expected to hold 52.09% of the shares and voting rights in dormakaba Holding AG.

The transaction is accompanied by a relationship agreement providing for, among other things, a 57% shareholding cap for the Mankel family, an independent Chair of the Board of Directors with a casting vote and a limitation of the Mankel family’s board representation to no more than 50%. The existing pool agreement and other arrangements dating from the 2015 merger of Dorma and Kaba will be terminated upon completion.

The transaction is subject to shareholder approval of the capital increase, a formally selective opting-out and further amendments to the articles of incorporation at dormakaba’s Annual General Meeting on October 20, 2026, as well as regulatory approvals and other customary conditions. Completion is expected on or around January 7, 2027.

The Homburger team is led by Hansjürg Appenzeller (Corporate / M&A, Capital Markets) and includes Timo Hasler, Olivier Bühlmann, Jana Waldvogel and Matteo Gasser (all Corporate / M&A, Capital Markets), as well as Richard Stäuber, Anna-Katharina Leitz and Timothy Porter (all Competition, Regulatory).