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Bär & Karrer team assists Sandoz in successfully defending against a claim from Monsanto in an ICC
A team of Bär & Karrer consisting of Partner Daniel Hochstrasser, Senior Associate Nadja Jaisli and Junior Associate Andrea Roth-Rufener has successfully assisted Sandoz, a member of the Novartis Group, against damages claims of USD 125 Mio. brought in an ICC arbitration by Monsanto.
Bär & Karrer team successfully represents TeliaSonera in a Swiss Federal Supreme Court case
In a judgment rendered on 30 April 2012 (4A_763/2011), the Swiss Federal Supreme Court dismissed an application of Çukurova Holding against Sonera Holding (a subsidiary of TeliaSonera, and at the same time Turkcell's biggest shareholder) for judicial review of an ICC award between the parties.
6th Intensive Seminar Mergers & Acquisitions for Practitioners (25-26 September 2012)
Christoph Neeracher, partner at Bär & Karrer, again chairs the 6th Intensive Seminar on Mergers & Acquisitions for Practitioners which will be held on 25-26 September 2012 in Lucerne under the patronage of the University of St. Gallen.
Bär & Karrer wins Chambers Europe Award "Switzerland Law Firm of the Year"
Bär & Karrer was awarded the title "Switzerland Law Firm of the Year" at the Chambers Europe Awards for Excellence 2012 in Amsterdam. Chambers publishes one of the leading directories of the legal profession worldwide.
Bär & Karrer wins Chambers Europe Award "Switzerland Law Firm of the Year"
Bär & Karrer was awarded the title "Switzerland Law Firm of the Year" at the Chambers Europe Awards for Excellence 2012 in Amsterdam. Chambers publishes one of the leading directories of the legal profession worldwide.
Petroplus Enters into Agreement for the Sale of the Cressier Refinery and...
Related Swiss Marketing and Logistics Assets
Petroplus has entered into an agreement with Varo Holding SA, a joint venture between the Vitol Group and AtlasInvest, for the sale of the assets of Petroplus Refining Cressier S.A. and the related Swiss marketing and logistics assets.
Swiss Re Issues USD 750,000,000 Perpetual Subordinated Capital Instruments with Stock Settlement
Based on the issuance of USD 750,000,000 Perpetual Subordinated Capital Instruments with Stock Settlement by Swiss Reinsurance Company Ltd, an international placement of USD 750,000,000 Perpetual Limited Recourse Secured Notes issued by the repackaging vehicle Aquarius + Investments plc was completed.
USD 10 Billion All-Stock Merger of Pentair and Tyco International's Flow Control Business
Pentair, Inc., a US company listed on the NYSE, and Tyco International Ltd, a Swiss company listed on the NYSE, announced an agreement to combine Tyco's flow control business with Pentair in a cross-border merger.
Cytos Biotechnology AG to raise up to CHF 37 million from international and strategic investors...
to advance asthma clinical program
Cytos Biotechnology AG, a Swiss biotech company developing a new class of biopharmaceutical products called Immunodrugs™, today announced that it has signed agreements with a syndicate of international and strategic investors to raise a total of up to CHF 37 million (USD 40 million) in equity and debt.
Initial Public Offering of DKSH Holding AG
In Switzerland's largest IPO in five years, today the shares of DKSH Holding AG (DKSH) were listed on SIX Swiss Exchange according to the Main Standard. DKSH is the leading Market Expansion Services provider with a focus on Asia.
Bär & Karrer: 21 February 2012 - Citizen Watch Co., Ltd. to acquire all shares in Prothor Holding S
Citizen Watch Co., Ltd. agreed to acquire all shares in Prothor Holding SA, a leading manufacturer of mechanical movements and components for the mechanical watch industry.
Toyota Industries Corporation and Uster Technologies AG sign a Transaction Agreement
Publication of Offer Prospectus expected on 29 February 2012
On 8 November 2011, Toyota Industries Corporation (Kariya-shi, Japan) published a pre-announcement for the public tender offer for all publicly held registered shares of Uster Technologies AG.
21 February 2012 – Swiss Re Places CHF 320,000,000 Perpetual Subordinated Notes with Stock Settlem
Swiss Reinsurance Company Ltd successfully placed CHF 320,000,000 Perpetual Subordinated Notes with Stock Settlement (the "Notes"). The Notes provide for an innovative stock settlement any time at market or at a floor price if the minimum solvency margin has been breached.
ARYZTA AG closes placement of shares in the amount of approximately CHF 174 million
ARYZTA AG, a public Swiss nutrition company, has successfully placed 4.25 million new shares for approximately CHF 174 million through an accelerated book-building initiated and arranged by UBS AG.
30 December 2011 – Bär & Karrer advises Apax Partners in its acquisition of Orange Communications
On 23 December 2011, Funds advised by Apax Partners announced that they have entered into an agreement to purchase 100 per cent of mobile phone operator Orange Communications SA from the France Telecom Group for approximately CHF 2 billion. The transaction, which is subject to the approval of the Swiss authorities, will be submitted to the Board of Directors of France Telecom for approval during January 2012.
19 December 2011 – Acino and Teva reach an agreement to complete acquisition of...
Mepha's production and R&D facilities and MENA/LATAM/Asian businesses
Acino Pharma AG ("Acino"), a wholly owned subsidiary of Acino Holding AG (SIX: ACIN), has signed an agreement with Teva Pharmaceutical Industries Ltd. to purchase the Middle Eastern, African, Latin American and Asian businesses from Mepha LLC, a wholly owned subsidiary of Teva, and certain other subsidiaries of Teva. The combined asset and share transaction includes the acquisition of the Mepha site in Aesch, with its production and R&D facilities and has an aggregated value of EUR 94 million.
16 December 2011 – Bär & Karrer team successfully assists UEFA in a CAS arbitration case
In an award rendered on 15 December 2011, the Court of Arbitration for Sport ("CAS") confirmed that FC Sion/Olympique des Alpes SA ("FC Sion") shall not be reintegrated in the UEFA Europa League 2011/2012 and lifted the interim measures issued by State court (Tribunal cantonal of Vaud).
5 December 2011 – Transocean Ltd. closes placement of new shares in the amount of approximately CH
On 5 December 2011, the world's largest oil drilling contractor, Transocean Ltd.,successfully closed the issuance of 29.9 million new shares to refinance, interalia, the acquisition of Aker Drilling ASA which occurred in September 2011.
8 December 2011 – Mobimo successfully completes CHF 200 million rights offering
On 8 December 2011, Mobimo Holding AG (Mobimo), one of the leading real estate companies in Switzerland, successfully completed a CHF 200 million capital increase by way of a rights offering to its shareholders.
Bär & Karrer team successfully assists TeliaSonera in ICC arbitration case
In an award rendered on 1 September 2011, an ICC arbitral tribunal ordered the Turkish Cukurova Holding to pay Sonera Holding (a subsidiary of TeliaSonera, and at the same time Turkcell’s biggest shareholder) USD 932 million plus interest as damages for failure to deliver the outstanding shares in Turkcell Holding.
30 November 2011 – Fluxys Buys Transitgas Gas Pipepline from Eni
Fluxys, the Belgian gas transmission system operator, and Eni, the Italian oil and gas group, closed a deal involving the purchase by Fluxys of Eni's interests in the gas pipelines of Transitgas (Switzerland) and TENP (Germany).
15 November 2011 – Joint venture of INEOS and BASF SE
INEOS Industries Holdings Limited (INEOS) recently announced the completion of the 50/50 joint venture with BASF SE to combine their global business activities in styrene monomer, polystyrene, acrylonitrile butadiene styrene, styrene butadiene block copolymers and other styrene based copolymers as well as copolymer blends and compounds. The joint venture is called Styrolution and is expected to generate annual sales of more than EUR 5 billion. Slaughter and May advised INEOS Industries Holdings Limited (INEOS) as lead counsel.
Toyota Industries Corporation launches Public Tender Offer for all publicly held shares
in Uster Technologies AG
On 7 November 2011, Toyota Industries Corporation (Kariya-shi, Japan) has entered into an agreement to purchase an additional stake of 21.88% shares in Uster Technologies AG from funds controlled by Groupe Alpha. The closing of this agreement is subject to conditions.
4 November 2011 – Syngenta invests in Biognosys AG
Syngenta Ventures Pte Limited, member of the Syngenta Group, has closed a venture capital investment in the ETH spin-off Biognosys AG. Founded in 2008, Biognosys is leader in targeted proteomics mass spectrometry.
3 October 2011 - Bär & Karrer again elected Swiss Law Firm of the Year by The Lawyer
For the second time in a row, Bär & Karrer was awarded the title "Swiss Law Firm of the Year" at The Lawyer's annual European Awards ceremony. Held in Geneva, the event saw the top firms from each of Europe's main markets rewarded for their excellence over the last 12 months.
29 September 2011 – Bär & Karrer wins 2011 M&A Advisor Award
Bär & Karrer is a winner of a 2011 M&A Advisor Award for the Acquisition of Alcon by Novartis and the Going Private of Alcon. The transaction won the award Healthcare/Life Sciences transaction of the Year selected out of an international field of finalists.
27 September 2011 – Bär & Karrer AG appoints new Board members
Bär & Karrer has changed the composition of its Board of consists of the following members:
Daniel Hochstrasser (Senior Partner)
Dr. Markus Wang (Infrastructure)
Paolo Bottini (Finance)
Dr. Corrado Rampini (Human Resources)
Dr. Thomas Reutter (Business development & Know-how)
26 September 2011 – Bank CA St. Gallen AG and swissregiobank AG have merged
The shareholders of Bank CA St. Gallen AG ("Bank CA") and of swissregiobank AG ("swissregiobank") have approved the merger of both institutions at their extraordinary meeting on 23 September 2011. The SIX listed Bank CA as the transferring company has ceased to exist and will be delisted on 29 September 2011. The shareholders of Bank CA will receive 1.1762 swissregiobank shares for each Bank CA share. The merged entity has changed its name to acrevis Bank AG
26 September 2011 – Bär & Karrer elects new partners
Bär & Karrer is pleased to announce that Mariel Hoch Classen, Rashid Bahar, and Andrea Gamba have been elected as partners of the firm as of 1 January 2012.
Levitronix sells medical business to Thoratec
Levitronix, headquartered in Massachusetts (USA) and Zurich (Switzerland), carried out a corporate restructuring and sold its medical business to Thoratec Corporation. The lead commercial product of Levitronix Medical is a blood flow pump used for short-term surgical support.
29 July 2011 – Successful Closing of USD 2.3 billion sale of Landis+Gyr to Toshiba
The owners of Landis+Gyr successfully closed the sale of 100% of the shares and other securities of the company to Toshiba Corporation for USD 2.3 billion.
5 August 2011 – Computacenter acquires majority stake in DAMAX
Computacenter plc, Europe's leading independent provider of IT infrastructure services, has acquired a majority stake in the Swiss IT service provider DAMAX AG.
13 July 2011 – Bank CA St. Gallen AG and swissregiobank AG to merge
The board of directors of Bank CA St. Gallen AG ("Bank CA") and swissregiobank AG have signed a merger agreement today which provides for the merger of the two financial institutions.
23 June 2011 – ENEL closes CHF 150 Million 2.00% Notes Issue and CHF 100 Million 3.00% Notes Issue
ENEL Finance International N.V. successfully raised financing through placements of CHF 150 Million 2.00% notes and CHF 100 Million of 3.00% notes.
ABB to acquire Trasfor
ABB has agreed to acquire the Trasfor Group, a leading manufacturer of dry-type transformers and inductors for low-voltage and medium-voltage applications.
11 July 2011 – Alpin Cargo takes over the Freight Business of Matterhorn Gotthard Bahn
Alpin Cargo takes over the freight business of Matterhorn Gotthard Bahn and Gornergrat Bahn. The two railway companies will focus on their core compe-tences of providing railway transportation services.
Rolf Watter elected as interim Chairman of Nobel Biocare
The Board of Directors of Nobel Biocare has elected Rolf Watter in its meeting on Sunday, 3 July 2011 as interim Chairman of Nobel Biocare.
21 June 2011 - Swiss Prime Site closes CHF 190.35 Million 1.875% Convertible Bond Issue
Swiss Prime Site AG (the "Issuer") successfully raised financing through a placement of CHF 190.35 Million 1.875 % Convertible Bonds (the "Bonds"), convertible into registered shares of the Issuer.
Swiss Prime Site closes CHF 190.35 Mio. 1.875% Convertible Bond Issue
Swiss Prime Site AG (the "Issuer") successfully raised financing through a placement of CHF 190.35 Mio. 1.875 % Convertible Bonds (the "Bonds"), convertible into registered shares of the Issuer.
Swiss Re Ltd. announces successful completion of its 1:1 exchange offer
On 9 June 2011, Swiss Re Ltd. (“SRL”), a leading global reinsurer, announced the successful completion of its 1:1 exchange offer for the shares in Swiss Reinsurance Company Ltd.
16 June 2011 - Daniel Hochstrasser assumes office as Senior Partner of the firm
Daniel Hochstrasser assumes office as Senior Partner of the Swiss law firm Bär & Karrer. He succeeds Felix Ehrat who will leave the firm to become General Counsel of the pharmaceutical company Novartis.
14 June 2011 - St. Gallen Bank Law Day
On 24 June, the St. Gallen Bank Law Day takes place in Zurich. Different speakers will talk about various topics of bank law.
17 May 2011 - Tina Wüstemann elected Runner up of the Year at Citywealth Magic Circle Awards
Tina Wüstemann, who heads Bär & Karrer's private client department, has been honoured in the 2011 Citywealth Magic Circle Awards, which took place in London on 12 May 2011.
5th Intensive Seminar Mergers & Acquisitions for Practitioners (20-21 September 2011)
Christoph Neeracher, partner at Bär & Karrer, again chairs the 5th Intensive Seminar on Mergers & Acquisitions for Practitioners which will be held on 20-21 September 2011 in Lucerne under the patronage of the University of St. Gallen.
19 April 2011 - Dr. Felix R. Ehrat will become the new General Counsel of Novartis
The partnership of Bär & Karrer is pleased and honored to announce that Dr. Felix R. Ehrat will become the new General Counsel and permanent attendee of the Executive Committee of Novartis effective 1st October 2011.
Daniel Hochstrasser assumes office as Senior Partner of the firm
Daniel Hochstrasser assumes office as Senior Partner of the Swiss law firm Bär & Karrer. He succeeds Felix Ehrat who will leave the firm to become General Counsel of the pharmaceutical company Novartis.
9 June 2011 – Habas Group sells one of its Swiss Real Estate Companies
On 31 May 2011, Habas Group sold one of its Swiss real estate companies, Habas Swiss Investments AG III, with retail space of more than 7000m2 in the Cantons of Zurich and Berne.
9 June 2011 – Metso purchases the shredding business from BP Recy-cling Systems
Metso Denmark A/S has purchased the shredding business from BP Recycling Systems GmbH and its owner.
Sale of Landis+Gyr to Toshiba
The owners of Landis+Gyr have signed a securities purchase agreement on 100% of the shares and other securities of the company, which will be acquired by Toshiba Corporation for USD 2.3 billion. The transaction is expected to close in the third quarter of 2011. With over 8,000 utility customers globally, Landis+Gyr has been a pioneer in creating leading-edge smart metering, networking and service products to meet the needs of the utility industry for more than 100 years. Toshiba is acquiring this capability and know-how, and intends to build the business as a stand-alone platform to offer utilities the most comprehensive product and solution set in the industry.
Kuoni Travel Holding Ltd. closes financing of its acquisi-tion of Gulliver's Travel Associates
Kuoni Holding Travel Ltd. has closed the financing of the acquisition of Gulliver's Travel Associates (GTA) on 12 May 2011. Kuoni has become one of the leading global providers of online destination management services upon consummation of this acquisition. The acquisition was funded by credit facilities in the amount of CHF 600 million, a rights offering in the amount of CHF 257 million and available cash reserves. Credit Suisse acted as lead manager and sole bookrunner in the rights offering and as arranger of the credit facilities.
17 May 2011 – Tina Wüstemann elected Runner up of the Year at Citywealth Magic Circle Awards
Tina Wüstemann, who heads Bär & Karrer's private client department, has been
honoured in the 2011 Citywealth Magic Circle Awards, which took place in London
on 12 May 2011. She was elected Runner Up of the Year in the category International
Lawyer of the Year. Moreover, Tina Wüstemann was listed along with two
of her colleagues in the 2011 Citywealth annual leaders' list which recognises
leading wealth managers and advisers.
20 April 2011 – Syngenta has consummated the sale of its materials protection business to Lanxess
Syngenta Crop Protection AG has consummated the sale of its materials protection business to Lanxess Deutschland GmbH agreed upon earlier this year. Under the terms of a complex asset purchase agreement, Lanxess purchases intellectual property, registrations and regulatory data specific to materials protection.
Swiss Federal Supreme Court dismisses action of Unia
In its judgment of 17 March 2011 (4A_483/2010) the Swiss Federal Supreme Court dismissed an action of Gewerkschaft Unia (largest labour union in Switzer-land) against Borregaard Schweiz AG concerning alleged breaches of the statuto-ry duties of the employer during mass dismissals.
Swiss Life AG closes placement of a CHF 325 million hybrid bond issuance
Swiss Life AG is optimising its capital structure through the placement of CHF 325 million subordinated perpetual bonds, guaranteed on a subordinated basis by Swiss Life Holding AG. The bonds were priced with a coupon of 5.25% for the initial 5 ½ year period until the first call date. UBS AG, Credit Suisse AG and Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch act as joint lead managers on this transaction and Zurich Cantonalbank as co-lead manager.
Takeover of Süd-Chemie AG by Clariant AG
At the Annual General Meeting of Clariant AG the shareholders voted in favour of a capital increase which clears the way for a takeover of more than 95 percent of the shares in Süd-Chemie AG, Munich, Germany. Part of the EUR 2 billion transaction will be completed in the form of a share swap with Süd-Chemie's longstanding shareholders.
Sale of Brunner Erben Holding AG to STRABAG SE
The owner of Brunner Erben Holding AG has signed a share purchase agreement on 100% of the shares of the company which will be acquired by Austrian STRABAG SE. The parties have agreed to keep confidential the conditions of this transaction, which is expected to close in April 2011.
Sale of Astrada AG to STRABAG SE
The owner of Astrada AG has signed a share purchase agreement on 100% of the shares of the company which will be acquired by Austrian STRABAG SE. The parties have agreed to keep confidential the conditions of this transaction, which is expected to close in March 2011.
Bär & Karrer wins 2011 M&A Advisor Turnaround Award
Bär & Karrer is a winner of a 2011 M&A Advisor Turnaround Award for its OC Oerlikon restructuring. The transaction won the award Out-of-Court Reorganization of the Year selected out of an international field of finalists.
Syngenta sells its material protection business to Lanxess
Syngenta Crop Protection AG has signed an agreement to divest its Materials Protection business to Lanxess Deutschland GmbH. Under the terms of the agreement, Lanxess purchases intellectual property, registrations and regulatory data specific to materials protection. The transaction is expected to close in April 2011.
Swiss Re announces creation of new corporate holding structure
On 17 February 2011 Swiss Re, a leading global reinsurer, announced the creation of a new corporate holding structure aligned to meet its strategic priorities. This structure will be achieved through a public exchange offer of the newly created holding company. The offer prospectus is expected to be published on 31 March 2011.
Swiss Re announces creation of new corporate hold-ing structure
On 17 February 2011 Swiss Re, a leading global reinsurer, announced the crea-tion of a new corporate holding structure aligned to meet its strategic priorities. This structure will be achieved through a public exchange offer of the newly created holding company. The offer prospectus is expected to be published on 31 March 2011.
Acquisition of Banque Safdié by Bank Leumi
Bank Leumi signed an agreement with the owners of Banque Safdié, a privately held Swiss private bank in Geneva, according to which it will acquire the entire share capital of the bank.
Bär & Karrer named a finalist for 2011 Turnaround and IFLR Awards
OC Oerlikon restructuring nominated for "Turnaround of the year" and "Most innovative restructuring of the year"
ALSO Holding AG and Actebis GmbH to Merge
On 13 January 2011 it was announced, that Actebis GmbH ("Actebis") and the publicly listed ALSO Holding AG ("ALSO") are to combine their businesses, subject to approval of the ALSO shareholders at the extraordinary shareholders' meeting of 8 February 2011.
Gruppo Banca Leonardo erwirbt Sal. Oppenheim jr. & Cie. Corporate Finance (Schweiz) AG
Gruppo Banca Leonardo, eine führende unabhängige europäische Investmentbank und Vermögensverwalterin mit Hauptsitz in Mailand/Italien, erwirbt für einen nicht offen gelegten Kaufpreis die Sal. Oppenheim jr. & Cie. Corporate Finance (Schweiz) AG, eines der führenden Corporate Finance Beratungsunternehmen der Schweiz. Die Transaktion steht unter dem Vorbehalt der Zustimmung der Banca d'Italia.
Gruppo Banca Leonardo acquires Sal. Oppenheim jr. & Cie. Corporate Finance (Switzerland) Ltd.
Gruppo Banca Leonardo, a leading independent European investment bank and wealth manager headquartered in Milan/Italy, has agreed to acquire for an undis-closed purchase price Sal. Oppenheim jr. & Cie. Corporate Finance (Switzerland) Ltd., one of Switzerland's leading corporate finance advisory firms. The transac-tion is subject to the approval by the Bank of Italy.
Sale of Swiss-Photonics AG by BAE Systems
BAE Systems has sold its Swiss-Photonics AG group to Forensic Technology WAI Inc. for a cash consideration of approximately US$10.9 million, including cash held in the disposed business. The Swiss-Photonics group's Heerbrugg, Switzerland-based business generated sales in 2009 of $8.3 million and employs 36 people in the manufacture of forensic science products including optical components for inspection systems.
Renova Restructuring and Refinancing
On 22 December 2010, Renova Group successfully closed a refinancing transaction by which it restructured and refinanced certain of its holdings and debts in an aggregate amount of CHF 2 billion.
Johnson & Johnson Launches Recommended Public Offer to Acquire Crucell
13 December 2010 - Johnson & Johnson and Crucell N.V.(Crucell) announced that Johnson & Johnson, through its newly formed indirect wholly owned subsidiary, JJC Acquisition Company B.V., is making a recommended cash offer for all of the issued and outstanding ordinary shares (Ordinary Shares) in the capital of Crucell, including all Ordinary Shares represented by American depositary shares (ADSs), each ADS representing one Ordinary Share at an offer price of €24.75 per Share (the Offer). Crucell has a secondary listing on the SIX Swiss Exchange.
24 December 2010 – Renova Restructuring and Refinancing
On 22 December 2010, Renova Group successfully closed a refinancing transaction by which it restructured and refinanced certain of its holdings and debts in an aggregate amount of CHF 2 billion.
Johnson & Johnson Launches Recommended Public Offer to Acquire Crucell
Johnson & Johnson and Crucell N.V.(Crucell) announced that Johnson & Johnson, through its newly formed indirect wholly owned subsidiary, JJC Acquisition Com-pany B.V., is making a recommended cash offer for all of the issued and out-standing ordinary shares (Ordinary Shares) in the capital of Crucell, including all Ordinary Shares represented by American depositary shares (ADSs), each ADS representing one Ordinary Share at an offer price of €24.75 per Share (the Of-fer). Crucell has a secondary listing on the SIX Swiss Exchange.
Board of Directors of Novartis approves merger agreement with Alcon
The Board of Directors of Novartis approved today the merger agreement with Alcon for a consideration totaling USD 12.9 billion. The 23% public Alcon shareholders (Novartis already holds 77% of Alcon of this NYSE-listed Swiss company) will receive on completion of the merger for each Alcon share up to 2.8 Novartis shares and a cash-settled put option. The pricing mechanism is defined in a way to assure that Alcon shareholders receive a value of USD 168 per Alcon share.
3M (Schweiz) AG launches a Public Tender Offer
6 December 2010 – 3M (Schweiz) AG launches a Public Tender Offer for all publicly held shares in Winterthur Technologie AG
Shareholders meeting of Aryzta in Toronto, Canada
As a novelty for Swiss SIX-listed companies, Aryzta held its annual shareholder meeting abroad, in Canada.
Peach Property Group AG successfully completes Initial Public Offering
Peach Property Group AG ("Peach") was listed on the SIX Swiss Exchange according to the Main Standard on 12 November 2010. Peach specialises in developing luxury and ultra luxury urban and holiday homes as well as commercially used real estate properties in the German-speaking part of Europe.
Peach Property Group AG successfully completes
Peach Property Group AG ("Peach") was listed on the SIX Swiss Exchange according to the Main Standard on 12 November 2010. Peach specialises in developing luxury and ultra luxury urban and holiday homes as well as commercially used real estate properties in the German-speaking part of Europe.
Acquisition of PregLem Holding by Gedeon Richter
Bär & Karrer advised Gedeon Richter Plc in the acquisition of PregLem Holding SA, a privately held Swiss biopharmaceutical company focused on the treatment of gynaecological conditions and infertility. Richter is a leading multinational pharmaceutical company headquartered in Budapest, Hungary. The acquisition has completed and Richter now owns 100% of PregLem’s equity. The acquisition values PregLem at up to CHF445 million.
Acquisition of PregLem Holding by Gedeon Richter
Bär & Karrer advised Gedeon Richter Plc in the acquisition of PregLem Holding SA, a privately held Swiss biopharmaceutical company focused on the treatment of gynaecological conditions and infertility.
5 October 2010 - Bär & Karrer Strengthens its Tax Department
The Swiss law firm Bär & Karrer strengthens its tax department by recruiting three (highly) qualified tax specialists.
Orascom Development Holding AG successfully completes rights offering
On 4 October 2010, Orascom Development Holding AG (“Orascom”), a leading developer of fully integrated towns, completed a CHF 185 million capital increase by way of a rights offering to its shareholders and holders of Egyptian Depositary Receipts. The net proceeds of the offering will be used to fund Orascom’s devel-opment projects and for general corporate purposes. The syndicate of banks comprised Credit Suisse, Deutsche Bank and UBS Investment Bank acting as Joint Lead Managers and Joint Bookrunners.
Orascom Development Holding AG successfully completes rights offering
On 4 October 2010, Orascom Development Holding AG (“Orascom”), a leading developer of fully integrated towns, completed a CHF 185 million capital increase by way of a rights offering to its shareholders and holders of Egyptian Depositary Receipts.
Bär & Karrer elected Swiss Law Firm of the Year by The Lawyer
Bär & Karrer won the award "Swiss Law Firm of the Year" in The Lawyer's annual European Awards ceremony. Held in Berlin, the event saw the top firms from each of Europe's main markets rewarded for their excellence over the last 12 months.
Sale of Sulzer's Real Estate Portfolio to Implenia
Bär & Karrer has advised Sulzer on the sale of its operationally non-essential real estate portfolio and development unit to Implenia.
31 August 2010 – Sale of Sulzer's Real Estate Portfolio to Implenia
Bär & Karrer has advised Sulzer on the sale of its operationally non-essential real estate portfolio and development unit to Implenia.
30 August 2010 - Bär & Karrer breaks new ground with the training of its employees
The Swiss law firm Bär & Karrer AG is significantly expanding the training pro-gram for its employees. In cooperation with the St. Gallen University (HSG), the Bär & Karrer College (BKC) was established. It will start running in Fall 2010. In the training program, associates attend lectures and seminars which aim at a strongly practically oriented in-depth development of existing professional know-ledge. In addition to legal topics the BKC will be offering courses in business ad-ministration, economics and other areas.
25 August 2010 – Novartis AG completes acquisition of 52% stake in Alcon Inc. for USD 28.3 billion
On 25 August 2010, Novartis AG has completed the purchase of 52 percent of the shares in Alcon Inc. from Nestlé SA for a consideration of USD 28.3 billion, exercising its call option provided for in the agreement, concluded between Novartis AG and Nestlé in April 2008. With the acquisition of the additional stake, Novartis AG now holds a total of 77 percent of the shares in Alcon Inc. Bär & Karrer acted as Swiss legal adviser to Novartis AG. The team included Rolf Watter, Charlotte Wieser, Urs Kägi and Georg Frey (all M&A/corporate). Allen & Overy New York advised Novartis AG as to US and international competition law.
KKR completes successfully its acquisition of a minority stake in the Wild Group
Kohlberg Kravis Roberts & Co. Ltd. ("KKR") has completed its acquisition of a minority stake in the newly founded Swiss holding company of the Wild Group, with Dr. Hans-Peter Wild still holding the remaining stake. Domiciled in Zug, Switzerland, the new holding company holds interests inter alia in Rudolf Wild GmbH & Co. KG, Eppelheim, Germany, WILD Affiliated Holdings Inc., Erlanger, Kentucky (USA) and the Swiss assets previously owned by Dr. Wild. The Wild Group is one of the world's leading producers of natural ingredients to the food and beverage industry.
Client Seminar: Konfliktfragen zwischen Ad hoc-Publizität und weiteren Publikationspflichten
The upcoming Bär & Karrer breakfast meeting deals with practical aspects of Ad Hoc Publicity and its relationship to other disclosure obligations foreseen in the Listing Rules ("Konfliktfragen zwischen Ad hoc-Publizität und weiteren Publikationspflichten"). It will be held by Urs Brügger and Dieter Dubs on 9th and 15th September 2010, at 8 am, at our offices at Brandschenkestrasse 90, Zurich.
4th Intensive Seminar Mergers & Acquisitions for Practitioners (21-22 September 2010)
Christoph Neeracher, partner at Bär & Karrer, again chairs the 4th Intensive Seminar on Mergers & Acquisitions for Practitioners which will be held on 21-22 September 2010 in Lucerne under the patronage of the University of St. Gallen. Following a well-established concept, the seminar will focus on legal, tax and financial matters regarding M&A. Emphasis will be placed on exemplifications in workgroups, which will be complemented by presentations and panel discussions. The seminar is primarily aimed at CEOs, CFOs and COOs as well as in-house legal advisers, auditors, lawyers and other persons regularly engaged in M&A-transactions.
KKR completes successfully its acquisition of a minority stake in the Wild Group
Kohlberg Kravis Roberts & Co. Ltd. (“KKR”) has completed its acquisition of a minority stake in the newly founded Swiss holding company of the Wild Group, with Dr. Hans-Peter Wild still holding the remaining stake. Domiciled in Zug, Switzerland, the new holding company holds interests inter alia in Rudolf Wild GmbH & Co. KG, Eppelheim, Germany, WILD Affiliated Holdings Inc., Erlanger, Kentucky (USA) and the Swiss assets previously owned by Dr. Wild.
KRR completes successfully its acquisition of a minority stake in the Wild Group
Kohlberg Kravis Roberts & Co. Ltd. (“KKR”) has completed its acquisition of a minority stake in the newly founded Swiss holding company of the Wild Group, with Dr. Hans-Peter Wild still holding the remaining stake. Domiciled in Zug, Switzerland, the new holding company holds interests inter alia in Rudolf Wild GmbH & Co. KG, Eppelheim, Germany, WILD Affiliated Holdings Inc., Erlanger, Kentucky (USA) and the Swiss assets previously owned by Dr. Wild. The Wild Group is one of the world's leading producers of natural ingredients to the food and beverage industry.
UniCredit S.p.A. sells UniCredit (Suisse) Bank SA in a management buy-out
UniCredit S.p.A., Torino, and the management of UniCredit Private Banking S.p.A., Lugano, have signed an agreement concerning the sale of the entire shareholding in UniCredit (Suisse) Bank SA to the management for a considera-tion of CHF57.5 million. The deal was financed by the Banca dello Stato del Can-ton Ticino.
Cobra Service Network SA closes CHF 121.9 million capital increase
Cobra Service Network SA, Lugano, successfully completed an increase of capital of the company by the shareholders Cobra Automotive Technologies SpA and Tracker Investment Holdings (Pty) Limited.
Tecan sells sample management business to NEXUS Biosystems
Tecan Group and NEXUS Biosystems, Inc. have signed an agreement concerning the sale of REMP AG, a wholly-owned subsidiary of Tecan, as well as other related assets. Under this agreement, NEXUS will acquire all activities of Tecan's Sample Management business segment.
ARYZTA AG purchased Fresh Start Bakeries
ARYZTA AG purchased Fresh Start Bakeries, partially financed through a placement of shares worth USD 140 million.
Habas Swiss Investments AG sells Commercial Real
On 1 July 2010, Habas Swiss Investments AG sold a commercial real estate property with office and retail spaces of 7'000m2 to a Swiss institutional investor for more than CHF 50 mio. Habas Swiss Investments AG belongs to Habas Group, a leading real estate company, listed in Tel Aviv, Israel
Bär & Karrer's dispute resolution team wins the Corporate Intl Global Awards 2010
We are pleased to announce that Bär & Karrer's Litigation and Arbitration Department has been chosen as the winner of the Corporate Intl Magazine practice award as:
Swiss Prime Site Group sells Jelmoli Bonus Card Ltd.
On 28 May 2010, the Swiss Prime Site group sold its 72.5% stake in the credit card company Jelmoli Bonus Card Ltd. to the Valartis group, which previously owned a 27.5% stake in Jelmoli Bonus Card Ltd. Jelmoli Bonus Card Ltd. was part of the Jelmoli group, which has been acquired by Swiss Prime Site AG last year.
Petroplus Holdings Ltd places new shares in the amount of approximately CHF 151 million
On 5 May 2010, Petroplus Holdings Ltd successfully placed 8,650,000 new shares in the amount of approximately CHF 151 million. The shares had been underwritten by a syndicate of banks, comprising Morgan Stanley, Credit Suisse (as Joint Global Co-ordinators and Joint Bookrunners) as well as BNP Paribas, Deutsche Bank, ING, Nomura International, Société Générale and UBS Investment Bank (Co-Bookrunners).
Orior AG successfully completes Initial Public Offering
In Switzerland's first initial public offering (IPO) since May 2008, Orior AG ("Orior" or the "Company") was listed on the SIX Swiss Exchange on 22 April 2010 and on 5 May 2010 the Company was informed that the Over-Allotment Option has been exercised in full. The Company is a broadly anchored Swiss fresh food company and leader in meat processing and the distribution of convenience foods, including vegetarian delicacies.
Cytos Biotechnology Ltd sells platform technology for the identification of monoclonal antibodies
Cytos Biotechnology Ltd, a public Swiss biotechnology company specializing in the discovery, development and commercialization of Immunodrugs, announced the sale of its platform technology for the identification of monoclonal antibodies to Intercell AG. The technology is based on expression cloning of monoclonal antibodies from human B-cells and enables the identification of anti-infective antibodies to prevent and treat infectious diseases.
Herkules Private Equity Fund III acquires Odlo Sports Group AG
Herkules Private Equity Fund III has signed an agreement to acquire 100% of the shares of Odlo Sports Group AG. Closing of the transaction is expected to take place in June 2010. Odlo was founded in 1946 and is a Swiss based designer, manufacturer and distributor of functional sports clothing. Herkules consists of three funds, with a total capital base of CHF 2,3 billion in committed capital from Norwegian and international investors.
Markus Schott appointed senior lecturer (Privatdozent) at the University of Zurich
Bär & Karrer is pleased to announce that associate Markus Schott has been appointed senior lecturer (Privatdozent) of public law and european law at the University of Zurich.
Remo Stoffel acquires Bauengineering and Swissbuilding
XO Holding AG which is held by the real estate entrepreneur Remo Stoffel announced the acquisition of the general contractor company Bauengineering and the project development firm Swissbuilding in St. Gall from its previous owner Peter Mettler. By acquiring these firms Remo Stoffel will form an integral real estate group in Switzerland comprising the newly acquired firms, as well as Avireal AG and Winsto AG. The group will be active in general contracting and total contracting, facility management and investments in real estate.
Intertek Group plc acquires Ciba Expert Services from BASF SE
Intertek Group plc has acquired a business unit of CIBA AG, Ciba Expert Services, and the companies Cantox Health Sciences Inc. and Cantox U.S. Inc. from BASF SE by way of a share and asset deal. Intertek Group plc offers a wide range of quality and safety services and employs more than 25'000 people in 1'000 locations in over 100 countries. Through this transaction, Intertek Group plc is strengthening its position in the mentioned sectors.
Oji Paper sells Ilford Imaging
The Japanese paper group Oji Paper announced the sale of the global imaging manufacturer, Ilford Imaging Switzerland GmbH, to the British financial investor Paradigm Global Partners. Recognising the assets that llford has to offer, including its capability for developing leading edge technology, its state of the art manufacturing facility and its world-renowned brand, Paradigm believes there is scope for significant future growth and value creation.
OC Oerlikon Restructuring
In Switzerland's most prominent restructuring deal, OC Oerlikon Corporation announced on 1 April 2010 that it has reached agreement with its largest shareholder Renova (holding a 45% equity stake) and the lenders of the CHF 2.5 billion syndicated loan facilities on a comprehensive financial restructuring of Oerlikon. The agreed restructuring package, which includes a CHF 1000 million rights offering, will be implemented in the first half of 2010. Renova has agreed to inject CHF 450m in the share capital increase, while the group's lenders will waive some of the debt, enter into a new facility agreement, and swap debt for equity as part of the restructuring plan.
Deutsche Telekom AG acquires ClickandBuy
The internet payment service provider ClickandBuy, one of the leading payment services in the internet, has become a wholly-owned subsidiary of Deutsche Telekom AG. Deutsche Telekom held, via its venture capital arm, a minority participation in ClickandBuy since 2006. Deutsche Telekom AG has now acquired all outstanding shares in the internet payment service provider ClickandBuy. The share purchase agreement was signed on 23 March 2010 and the transaction was closed on 1 April 2010.
Dufry South America Ltd. merges with Dufry AG
Dufry South America Ltd., a Bermudan company listed on the Luxembourg Stock Exchange and on Bolsa de Valores, Mercadorias & Futuros de São Paulo (BM&FBOVESPA) and majority-owned by Dufry AG, listed on the SIX Swiss Exchange, merged and amalgamated with and into Dufry Holdings & Investments AG, a wholly-owned Swiss subsidiary of Dufry AG, in a cross-border triangular merger under Swiss and Bermudan law. As a merger consideration, the former minority shareholders of Dufry South America Ltd. have received shares of Dufry AG. The deal value amounts to approximately CHF 795 million.
Swiss Prime Site closes CHF 300 Million 1.875% Convertible Bond Issue
Swiss Prime Site AG (the "Issuer") successfully raised financing through a placement of CHF 300 Million 1.875% Convertible Bonds (the "Bonds"), convertible into shares of the Issuer. The Bonds were priced with a coupon of 1.875% and a conversion premium of 22.5% to the volume weighted average price on the day of launch. Credit Suisse and UBS Investment Bank acted as joint bookrunners in this transaction (the "Joint Bookrunners"). The Joint Bookrunners have exercised their overallotment option in full, increasing the total issue size of the Bonds to CHF 300 Million.
Bär & Karrer's dispute resolution team wins the Corporate Intl Magazine practice award
We are pleased to announce that Bär & Karrer's Litigation and Arbitration Department has been chosen as the winner of the Corporate Intl Magazine practice award as:
Bär & Karrer: winner of the Corporate Intl Magazine practice award
Bär & Karrer's Litigation and Arbitration Department has been chosen as the winner of the Corporate Intl Magazine practice award .
Adecco Group closes issuance of CHF 900 million mandatory convertible bonds
The CHF 900 million 6.5 per cent mandatory convertible bonds due 2012 (the "Bonds") were issued by Adecco Investment (Bermuda) Ltd., a wholly-owned subsidiary of Adecco SA, and will represent senior secured limited recourse obligations of the Issuer. At maturity, the Bonds will be mandatorily convertible into fully paid ordinary shares of Adecco SA. Credit Suisse and Deutsche Bank acted as Joint Lead Managers in the issue and placement of the Bonds.
Structuring of a single investor fund in Luxembourg with assets of over CHF 1 billion
Bär and Karrer has assisted the holding company of a Swiss family office to establish a single investor fund in Luxembourg to manage more than CHF 1 billion of its financial assets. The investment management has been delegated to a Swiss private bank which has in turn entrusted seven different banks with the management of portions of the assets according to the fund's investment guidelines.
Public Securities Offerings in Switzerland by Non-Swiss Issuers
Leading Swiss law firms and leading Swiss banks agree on a joint position in respect of the applicability of Swiss prospectus requirements for crossborder equity securities offerings by non-Swiss issuers into Switzerland. This position paper was developed with the participation of Bär & Karrer and provides foreign issuers of shares and their banks with a harmonized view on certain so far controversially debated issues.
Acino acquires Iclaprim business from Arpida
Acino Holding Ltd. acquires from Arpida Ltd., a pharmaceutical company domiciled in Reinach, all assets, data and intellectual property rights pertaining to the antibiotic Iclaprim. The Acino Group specializes in the development, registration and manufacture of generic and innovative pharmaceuticals and is headquartered in Basel. Acino Holding Ltd. is listed on the SIX Swiss Exchange. The transaction is subject to approval by Arpida shareholders at the extraordinary general meeting on 26 November 2009.
USI Group Holdings AG completes Rights Offering and Private Placement
On 28 October 2009, USI Group Holdings AG completed a rights offering and private placement of newly issued registered shares. This transaction was preceded by an offer to the shareholders to reinvest the amounts paid out in the course of a reduction of the nominal value of the shares. USI Group Holdings AG is a specialist real estate investment and financing company listed on the SIX Swiss Exchange focusing on leases of real estate to tenants whose cash flow is primarily generated, directly or indirectly, from government sources.
The Association of Foreign Banks in Switzerland completes its cross-border banking project
The Association of Foreign Banks in Switzerland has completed its cross-border banking project related to several selected jurisdictions of peculiar importance to its members. The purpose of the project was to create guidelines for permissible and non-permissible cross-border banking activities of Swiss banks in the jurisdictions examined. The key findings and results of the project have been presented at two roundtable discussions held at the offices of Bär & Karrer in Geneva and Zurich.
Bär & Karrer elects new partner
Bär & Karrer is pleased to announce that Thomas Rohde has been elected as partner of the firm as of 1 January 2010. With this election, we strengthen our Zurich office as well as our restructuring and insolvency capabilities.
Saverio Lembo appointed as President of AIJA
Bär & Karrer is pleased to announce that partner Saverio Lembo, Head of the Litigation and Arbitration team of the Geneva office, has been appointed President of the Association Internationale des Jeunes Avocats (AIJA).
23 September 2009 - Petroplus Holdings AG
Petroplus Holdings AG issues USD 400 million 9.375% Senior Notes due 2019, USD 150 million 4.00% Convertible Bonds due 2015 and 17'265'058 registered shares with a nominal value of CHF 7.58 each at a subscription price of CHF 16.90
Rashid Bahar appointed associate professor at the University of Geneva
Bär & Karrer is pleased to announce that associate Rashid Bahar has been appointed associate professor of commercial law at the University of Geneva. Rashid Bahar will continue to advise the clients of Bär & Karrer in banking, finance and capital markets.
Swiss Confederation sells UBS stake
The Swiss Confederation announced that Credit Suisse, Morgan Stanley and UBS have placed its UBS stake with institutional investors at a price of CHF 16.50 per UBS share. The total gross proceeds for the 332,2 million UBS shares sold by the Swiss Confederation amount to approximately 5.5 Billion CHF.
Mobimo to acquire LO Holding
Mobimo Holding AG today published the details of its exchange offer for all publicly held shares of LO Holding Lausanne-Ouchy S.A. Mobimo also disclosed that it acquired a stake of approximately 22% in LO Holding from JBF Finance SA.
Swiss Prime Site to acquire Jelmoli Holding
Swiss Prime Site today published the details of its exchange offer for all publicly held shares of Jelmoli Holding AG. Swiss Prime Site also disclosed that the acquisition of a stake of approximately 30% in Jelmoli Holding AG from Pelham Investments AG has been closed.
Clariant places a CHF 300 million Convertible Bonds issue
On 2 July 2009, Clariant AG successfully placed a CHF 300 million convertible bonds issue. The placement was led by BNP Paribas, Citigroup, Commerzbank and UBS Investment Bank as Joint Bookrunners and Lead Managers.
Tyco Electronics moves to Switzerland
On 1 July 2009 it was officially announced in Switzerland that Tyco Electronics Ltd. has moved its place of incorporation from Bermuda to the canton of Schaffhausen in Switzerland and resolved a distribution to its shareholders in the form of a capital reduction. Tyco Electronics Ltd. is now a Swiss company that continues to be listed on the New York Stock Exchange.
Givaudan successfully completes rights offering
On 24 June 2009, Givaudan SA successfully completed a CHF 420 million rights offering. The shares had been underwritten by a syndicate of banks, including Nomura International plc and UBS Investment Bank as Joint Lead Managers and Joint Bookrunners.
Intensiv-Seminar Mergers & Acquisitions für Praktiker (22-23 September 2009)
Christoph Neeracher, partner at Bär & Karrer, is chairing the third seminar on Mergers & Acquisitions for practitioners which will be held on 22-23 September 2009 in Lucerne under the patronage of the University of St. Gallen. The seminar will focus on legal, tax and financial matters regarding distressed mergers & acquisitions. The seminar is primarily aimed at CEOs, CFOs and COOs as well as in-house legal advisers, auditors, lawyers and other persons regularly engaged in M&A-transactions.
The investment company Serdac successfully uses the new minority rights in a public takeover
In the first proceeding since minority shareholders have standing in administrative proceedings on takeovers, Serdac, as well as Amber Master Fund (Cayman) SCP ("Amber"), opposed a ruling on a mandatory bid for all the shares of Harwanne Compagnie de participations financières et industrielles SA ("Harwanne") by MMA Vie SA ("MMA"), claiming that the bid of CHF 2.60 per share did not comply with the minimum price rules.
AFG Arbonia-Forster-Holding AG closes rights offering in the amount of CHF 113.4 million
On 6 May 2009, AFG Arbonia-Forster-Holding AG successfully completed a CHF 113.4 million rights offering. The shares had been underwritten by a syndicate of banks, comprising Credit Suisse and UBS Investment Bank as Joint Lead Managers and Joint Bookrunners, as well as Bank Sal. Oppenheim jr. & Cie. (Schweiz) AG, Zürcher Kantonalbank and Bank Vontobel AG as Co-Lead Managers.
Consolidation of Swiss Share Trading on SIX Swiss Exchange Completed
Effective 4 May 2009, SIX Group has completed the concentration of Swiss share trading in Zurich. Shares of Swiss blue chip companies (i.e. shares included in the Swiss Market Index and Swiss Leader Index) previously traded on SWX Europe in London, are now traded in the new Swiss Blue Chip Segment of SIX Swiss Exchange. Trading in the Swiss Blue Chip Segment is subject to transitional rules. Further harmonised and updated rules for SIX Swiss Exchange fully integrating the transitional rules for the Swiss Blue Chip Segment are expected in early 2010.
Aquamit B.V. launches a Public Tender Offer for all publicly held shares in Quadrant AG
On 4 May 2009 Aquamit B.V., Amsterdam, NL, a newly formed 50:50 joint venture held by a group of managers and board members of Quadrant AG ("Quadrant's management") on the one hand and Mitsubishi Plastics Inc., Tokyo, Japan, on the other hand, has pre-announced a public tender offer for all publicly held shares in Quadrant AG. Quadrant AG is a leading global manufacturer of high-performance thermoplastic materials and is listed at SIX Swiss Exchange. The offer prospectus for the public tender offer is expected to be published on 20 May 2009.
Zurich Financial Services closes placement of shares
Zurich Financial Services AG ("ZFS") closed the placement of 6'714'096 shares with institutional investors via an accelerated bookbuilding to raise CHF 1.26 billion for the purpose of acquiring, through ZFS' US subsidiary Farmers Group, Inc., American International Group, Inc.'s US Per-sonal Auto Group. The shares being placed represent 4.7 percent of ZFS' registered share capital prior to the placement. The shares were fully underwritten by a syndicate of banks, comprising of Citigroup Global Markets Limited, Credit Suisse and Deutsche Bank AG, London Branch ("Joint Bookrunners").
Aabar Investments closes deal to acquire AIG Private Bank
Aabar Investment PJSC ("Aabar"), a global investment company listed on the Abu Dhabi Securities Exchange, successfully closed the acquisition of AIG Private Bank Ltd., a globally networked Swiss private bank for high net worth individuals, from American International Group, Inc. ("AIG"). Closing occurred further to the signing of the transaction documents on 30 November 2008 and the satisfaction of a number of conditions, including approval by the competent regulatory authorities, in particular the Swiss Financial Market Supervisory Authority (FINMA).
Swiss Re issues convertible instrument to subsidiary of Berkshire Hathaway
Swiss Re issued a 12% Convertible Perpetual Capital Instrument (the "Instrument") to a subsidiary of Berkshire Hathaway Inc. in the face amount of CHF 3 billion earlier this month. The shareholders of Swiss Re had previously approved conditional capital to source the underlying Swiss Re shares for the Instrument in Swiss Re's ordinary shareholder meeting
Marketing & Protection of Event
Seminar held on 19 March 2009 by the IP & TMT group of Pestalozzi in cooperation with Addleshaw Goddard LLP
Aabar Investments closes deal to acquire AIG Private Bank
Aabar Investment PJSC ("Aabar"), a global investment company listed on the Abu Dhabi Securities Exchange, successfully closed the acquisition of AIG Private Bank Ltd., a globally networked Swiss private bank for high net worth individuals, from American International Group, Inc. ("AIG"). Closing occurred further to the signing of the transaction documents on 30 November 2008 and the satisfaction of a number of conditions, including approval by the competent regulatory authorities, in particular the Swiss Financial Market Supervisory Authority (FINMA).
Xstrata successfully closes two for one rights issue to raise USD 5.9 billion
Swiss Re issued a 12% Convertible Perpetual Capital Instrument (the "Instrument") to a subsidiary of Berkshire Hathaway Inc. in the face amount of CHF 3 billion earlier this month. The shareholders of Swiss Re had previously approved conditional capital to source the underlying Swiss Re shares for the Instrument in Swiss Re's ordinary shareholder meeting.
SET Swiss Energy Trading AG
On 16 March 2009, the German Verbundnetz Gas Aktiengesellschaft (VNG) based in Leipzig and Swissgas, Schweizerische Aktiengesellschaft für Erdgas based in Zurich announced the formation of their joint venture SET Swiss Energy Trading AG. Headquartered in Zurich, the joint venture company seeks to optimize Switzerland's short-term procurement of natural gas while strengthening VNG's natural gas trading business.
Foster Wheeler relocates its holding company from Bermuda to Switzerland
Foster Wheeler, an international group active in the energy & engineering sector, announced today that it has completed its redomestication to change the place of incorporation of its group holding company from Bermuda to Switzerland. Under a Scheme of Arrangement according to the Bermudan Companies Act, all shares of Foster Wheeler Ltd. worth approximately CHF 4.3 billion, were cancelled and shareholders subsequently received shares in Foster Wheeler AG. The shares of Foster Wheeler AG are listed on the NASDAQ Global Select Market in New York.
Novartis successfully closes USD 5 Billion Bond issue
10 February 2009 - Novartis successfully closed a USD 5 Billion Bond issue. The transaction consisted of two tranches: USD 2 billion of a 5-year bond with a coupon of 4.125% issued by the Group's US entity, Novartis Capital Corporation and USD 3 billion of a 10-year bond with a coupon of 5.125% issued by the Group's Bermuda entity, Novartis Securities Investment Ltd., Bermuda. Both tranches are guaranteed by Novartis.
Tivona and Jelmoli settle litigation
T23 January 2009 - he Tivona shareholders and Jelmoli settle their year-long litigation about the transfer of a 55.5% stake in Tivona to Jelmoli. Bär & Karrer represented in the litigation and the settlement negotiations the Tivona shareholders who had exercised in 2003 a contractual put option against Jelmoli to transfer their stake. Litigation started when Jelmoli refused to honour its commitment under this option. In an interim award, the arbitral tribunal the parties called upon, ruled that the put option was validly exercised.
Newly established Bank von Roll conducts rights issue
27 January 2009: Bank von Roll has announced that it has accomplished the establishment of a new Zurich based private bank and that it will conduct a rights issue for the benefit of the shareholders of its former parent company, Von Roll Holding AG. August François von Finck, the major shareholder of the bank, is acting as un-derwriter. The rights issue is subject to sales and transfer restrictions in certain jurisdictions including, among others, the United States of America.
23 January 2009
The Tivona shareholders and Jelmoli settle their year-long litigation about the transfer of a 55.5% stake in Tivona to Jelmoli. Bär & Karrer represented in the litigation and the settlement negotiations the Tivona shareholders who had exercised in 2003 a contractual put option against Jelmoli to transfer their stake.
18 December 2008 - Implenia: Federal Administrative Court rules against Laxey
The Federal Administrative Court has dismissed Laxey's objections to the Federal Banking Commission's rulings of 7 March 2008 and 12 December 2007. The court confirmed in its two decisions, dated 18 December 2008, that Laxey has failed to comply with stock market notification regulations when it invested in Implenia in early 2007, meaning that the shares it purchased were acquired illegally.
10 December 2008 YA Global Investments, L.P. enters into an eq-uity funding agreement with Newron
Newron Pharmaceuticals S.p.A. ("Newron"), a research and development company listed on the main segment of the SIX Swiss Exchange announced on 3 December 2008 that it has entered into an equity funding agreement with YA Global Investments, L.P. ("YA Global"), to support the con-tinued longer term development of Newron's product can-didates.
Aabar Investments acquires AIG Private Bank
On 30 November 2008, Aabar Investment PJSC ("Aabar"), a global investment company listed on the Abu Dhabi Securities Exchange, acquired AIG Private Bank Ltd., a globally networked Swiss private bank for high net worth individuals, from its parent company American International Group, Inc. ("AIG").
Bär & Karrer wins the "Law Firm of the Year" ACQ Country Award 2008 for Switzerland
Bär & Karrer has been awarded the "Law Firm of the Year" ACQ Country Award 2008 for Switzerland jointly with Lenz & Staehelin, Tavernier Tschanz, BCCC and BMP Associés.
12 November 2008 - Consolidation of Swiss share trading on SIX Swiss Exchange as of mid-2009
On 11 November 2008, SIX Group announced its decision to concentrate Swiss share trading in Zurich as of mid-2009. Consequently, trading in the shares of the Swiss blue chip companies (i.e. shares included in the Swiss Market Index and Swiss Leader Index), which currently is conducted on SWX Europe in London, will be relocated to SIX Swiss Exchange in Zurich and be subject to a harmonised regulatory environment. This is advantageous for issuers and market participants. Additionally, it enhances the efficiency of the exchange.
1 October 2008 - Xstrata purchases Lonmin shares and enters into a three-year $5 billion loan facili
On 1 October 2008, Xstrata plc announced the acquisition of Lonmin shares for a cash consideration of £440 million and the entry into of a new three-year $5 billion multi-currency revolving loan facility with a group of its relationship banks. The new facility will be used to refinance existing debt and for general corporate purposes. Xstrata is a global diversified mining group, listed on the London and SIX Swiss Stock Exchanges, with its headquarters in Zug, Switzerland.
25 September 2008 - Energiedienst Holding AG acquires EnAlpin AG
On 25 September 2008, Energiedienst Holding AG (EDH), listed in Zurich and in Stuttgart, announced the acquisition of EnAlpin AG based in Visp (EnAlpin) from EnBW Energie Baden-Württemberg AG (EnBW). Through this transaction EDH is strengthening its position in the production of Swiss hydropower. EnBW will transfer as a contribution in kind all EnAlpin shares to EDH in exchange of new EDH shares.
Bär & Karrer elects two new partners
Bär & Karrer is pleased to announce that Peter Hsu and Massimo Vanotti have been elected as partners of the firm as of 1 January 2009.
Xstrata purchases Lonmin shares and enters into a three-year $5 billion loan facility
On 1 October 2008, Xstrata plc announced the acquisition of Lonmin shares for a cash consideration of £440 million and the entry into of a new three-year $5 billion multi-currency revolving loan facility with a group of its relationship banks.
Energiedienst Holding AG acquires EnAlpin AG
On 25 September 2008, Energiedienst Holding AG (EDH), listed in Zurich and in Stuttgart, announced the acquisition of EnAlpin AG based in Visp (EnAlpin) from EnBW Energie Baden-Württemberg AG (EnBW).
25 September 2008 - Energiedienst Holding AG acquires EnAlpin AG
On 25 September 2008, Energiedienst Holding AG (EDH), listed in Zurich and in Stuttgart, announced the acquisition of EnAlpin AG based in Visp (EnAlpin) from EnBW Energie Baden-Württemberg AG (EnBW).
6 August 2008 - CAS decides on Players' release issue
Three European clubs have filed appeals against a decision of FIFA according to which football clubs were obliged to release players under the age of 23 for the Olympic Football Tournament Beijing 2008, on the basis of a long lasting and undisputed practice which had become a customary law for the clubs.
31 May 2008 - UPS sold part of its Swiss logistics business to Planzer
As per 31 May 2008 UPS, the international express carrier, sold its logistics, distribution, equipment and on-site repair business in Switzerland to Polysys AG, a member of the Planzer Transport Group, a leading Swiss logistics provider.
19 June 2008 - Accor completes the sale of several hotels to a real estate consortium
In June 2008, Accor has completed the sale of several of its hotels located in France and Switzerland to a real estate consortium including two funds managed by AXA Real Estate Investment Managers (AXA REIM), this under a sale and lease back agreement and a price consideration of around EUR 466 millions.
9 July 2008 - Novartis completes acquisition of 25% stake in Alcon from Nestlé
On 7 July 2008, Novartis has completed the purchase of approx. 25 percent of Alcon's shares from Nestlé for approx. USD 10.4 billion in cash.
10 July 2008 - Novartis buys additional 51.7% stake in Speedel
On 9 July 2008, Novartis acquired an additional 51.7% stake in Speedel, a listed Swiss biopharmaceutical company through a series of off-exchange transactions with major Speedel shareholders for approx. CHF 525 million in cash.
22 August 2008 - Completion of combination of Hiestand Holding AG and IAWS Group plc under ARYZTA AG
After the involved companies' extraordinary general meetings had passed affirmative resolutions and the Irish High Court had given its approval, the combination of Hiestand Holding AG and IAWS Group plc under ARYZTA AG was successfully completed on 21 August 2008.
4 September 2008 - Sale of Koenig Verbindungstechnik AG consummated
As per 4 September 2008, the German Klöckner Group, a leading independent European steel and metal distributor, and Capvis Private Equity have closed the sale of Klöckner's Swiss subsidiary König Verbindungstechnik AG to Capvis (deal size > CHF 500 million).
1 July 2008 - UBS AG establishes a new Corporate Governance structure
UBS AG has overhauled its Corporate Governance structure and has enacted new Corporate Governance guidelines which came into force on 1 July 2008.
1 July 2008 - Groupe Lactalis acquires Baer AG
On 1 July 2008, Groupe Lactalis acquired Baer AG, a Swiss soft cheese producer holding well-known brands on the Swiss market.
21 May 2008 - Petroplus lists USD 500 million guaranteed convertible bonds
On 21 May 2008, the 3.375% guaranteed bonds due 2013 in the amount of USD 500 million convertible into shares of Petroplus Holdings AG, the largest independent refiner and wholesaler of petroleum products in Europe, was listed on the main segment of the SWX Swiss Exchange.
14 May 2008 - Orascom Development Holding gets listed on SWX
Orascom Development Holding AG ("OD Holding" or "the Company"), the newly established Swiss top company of the OD Holding Group, a leading resort and town developer primarily active in the Middle East, was listed on the SWX on 14 May 2008 with a simultaneous flotation on the Cairo & Alexandria Stock Exchanges in Egypt.
24 April 2008 - UBS shareholders approve fully underwritten rights issue
The shareholder meeting of UBS AG held on 23 April 2008 has approved a rights issue in the amount of CHF 15 billion as proposed by the board of directors. The rights issue is fully underwritten by a syndicate of banks led by J.P.
30 March 2008 - Zurmont Madison Private Equity acquires SMB SA
In March 2008 Zurmont Madison Private Equity L.P. acquired SMB SA, a leading provider of high-end forgings, for an undisclosed sum. Zurmont Madison Private Equity L.P. was advised by Bär & Karrer AG.
29 February 2008 - Standard Chartered Bank acquires American Express Bank Ltd.
Bär & Karrer AG advised Standard Chartered Bank on Swiss regulatory and corporate law matters in connection with its acquisition of American Express Bank Ltd. from American Express Company for approximately USD 860 million.
14 February 2008 - HBM BioVentures Ltd. gets listed on the SWX Swiss Exchange
HBM BioVentures Ltd., a leading venture capital company that invests globally in the human medicine, biotechnology and medical technology sectors, has been listed on the SWX Swiss Exchange. UBS Investment Bank acted as Financial Advisor and Listing Agent for HBM BioVentures Ltd.
15 January 2008 - SWX Swiss Exchange, SIS and Telekurs merge to SFMS
In January 2008, SWX Swiss Exchange, SIS and Telekurs completed their merger which brought the business activities of all three companies under the roof of a new holding company, Swiss Financial Market Services; as part of the transaction, the non-profit association holding so far the shares of SWX Swiss Exchange was dissolved.
HBM BioVentures Ltd. gets listed on the SWX Swiss Exchange
14 February 2008 - HBM BioVentures Ltd., a leading venture capital company that invests globally in the human medicine, biotechnology and medical technology sectors, has been listed on the SWX Swiss Exchange.
6 August 2008 - The CAS, Court of Arbitration for Sport, upholds the appeals filed by FC Schalke 04
6 August 2008 - The CAS, Court of Arbitration for Sport, upholds the appeals filed by FC Schalke 04, SV Werder Bremen and FC Barcelona regarding the release of players for the 2008 Olympic Games Three European clubs have filed appeals against a decision of FIFA according to which football clubs were obliged to release players under the age of 23 for the Olympic Football Tournament Beijing 2008, on the basis of a long lasting and undisputed practice which had become a customary law for the clubs.
22 August 2008 - Trading for ARYZTA shares on the SWX Swiss Exchange and on the Irish Stock Exchange
After the involved companies' extraordinary general meetings had passed affirmative resolutions and the Irish High Court had given its approval, the combination of Hiestand Holding AG and IAWS Group plc under ARYZTA AG was successfully completed on 21 August 2008. The trading for ARYZTA shares on the SWX Swiss Exchange and on the Irish Stock Exchange in Dublin started on 22 August 2008.
4 September 2008 - Sale of Koenig Verbindungstechnik AG consummated
As per 4 September 2008, the German Klöckner Group, a leading independent European steel and metal distributor, and Capvis Private Equity have closed the sale of Klöckner's Swiss subsidiary König Verbindungstechnik AG to Capvis (deal size > CHF 500 million).