dormakaba plans to simplify its ownership structure by having dormakaba Holding AG acquire the Mankel family’s remaining 47.5% stake in the company’s operating business.

The proposed transaction, announced Sept. 1, is valued at CHF 2.13 billion, or about $2.6 billion, and will be submitted to shareholders at dormakaba’s Annual General Meeting on Oct. 20.

The current ownership structure dates to the 2015 merger of Dorma and Kaba. The Mankel family, the former owners of Dorma, currently owns a stake in publicly listed dormakaba Holding AG while also holding 47.5% of the operating business through an intermediate holding company in Germany. dormakaba Holding AG owns the remaining 52.5%.

Under the proposed restructuring, the Mankel family’s interest in the operating business would be transferred to dormakaba Holding AG. In return, the family would receive newly issued dormakaba Holding AG shares along with CHF 29.9 million, or about $37 million, in cash.

The change would eliminate the current split ownership arrangement and place the full economic interest in dormakaba’s operating business under the listed holding company, according to the announcement.

dormakaba said the simpler structure is expected to make the company easier for investors and other stakeholders to evaluate while providing greater flexibility in financing, cash management and profit distribution. The company also said the restructuring is intended to support its broader effort to reduce complexity across the group.

“By consolidating the full economic interest in our operating business at the level of the listed holding company, we will make the group easier to understand and compare, and enable the market to assess dormakaba on a clearer basis,” dormakaba Chairman Svein Richard Brandtzæg stated. “At the same time, the proposed new setup will remove inefficiencies and give the company greater financial flexibility.”

If completed, the transaction would leave the Mankel family with approximately 52.09% of dormakaba Holding AG’s shares and voting rights. Under a new agreement with the company, the family has committed not to increase its ownership beyond 57% for 15 years.

The agreement also calls for the chairman of the Board of Directors to be independent and have the deciding vote. The Mankel family would be entitled to nominate no more than half of the board’s members.

Existing shareholder agreements involving the Mankel and Kaba families that date to the Dorma-Kaba merger would also end when the transaction is completed. Both families reaffirmed their commitment to remain long-term shareholders of dormakaba.

The transaction remains subject to shareholder approval, regulatory approvals and other customary conditions. Completion is expected on or around Jan. 7, 2027.

dormakaba also plans to reduce its Board of Directors from 10 members to eight. Ilias Läber and Michael Regelski will not stand for re-election at the Oct. 20 AGM, while the remaining directors will seek another term.