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If a foreign administrator traces assets of the estate in Switzerland, it has to obtain a recognition of the foreign insolvency adjucation from the Swiss courts.
On July 31, 2012, JSH S.A. Luxemburg, a company controlled by Mr. Joseph Y. Safra, announced an all-cash public takeover offer for all publicly held shares in Bank Sarasin & Cie AG, Basel, (SIX: BSAN), at an offer price of CHF 27 per Sarasin B share. On August 20, 2012, JSH S.A. published the offer prospectus setting forth the terms and conditions of the takeover offer. The offer is expected to close on October 19, 2012.
limited partnership, spin-off and liquidation of the latter
On July 24, 2012, Headway Investment Partners II L.P., a UK private equity fund, successfully closed a secondary private equity transaction involving the portfolio of participations held by New Energies Invest AG, Basel.
As of July 1 resp. August 1, 2012, the real estate fund Credit Suisse Real Estate Fund Hospitality acquired two hotel estates out of the hotel portfolio of the Swissôtel Group, the Swissôtel Zurich and the Swissôtel Le Plaza Basel, from its current owner.
On June 14, 2012, Synthes, Inc. successfully completed the business combination with Johnson & Johnson after the regulatory approval requirements under the merger agreement had been satisfied.
July 9, 2012. On June 22, 2012, the general meeting of Metall Zug Ltd approved the spin-off of the real estate business unit from its industrial operations in the form of a special distribution of shares in Zug Estates Holding Ltd to the shareholders of Metall Zug Ltd. Since July 2, 2012, the two companies Metall Zug Ltd and Zug Estates Holding Ltd operate as separate listed companies with separate shareholders and management.
On June 13, 2012, it was announced that Newron Pharmaceuticals S.p.A., a company based in Italy and listed on SIX Swiss Exchange, has entered into an agreement with the key shareholders of Swedish-based NeuroNova AB, Investor and Healthcap, for the acquisition of up to 100% of the shares in NeuroNova AB, a company founded by scientists from the Karolinska Institutet and with extensive experience in the field of neurogenesis.
May 15, 2012. At the end of the additional acceptance period of the takeover offer, Toyota Industries Corporation (Toyota), Nagoya | Japan, announced that 99.4% of all then issued shares of Uster Technologies AG (Uster), Uster | Switzerland, had been tendered.
Gabrielle Nater-Bass and Melissa Magliana of Homburger's Litigation | Arbitration practice team recently obtained a Partial Award ordering Respondents who refused to pay their share of the advance on costs in an ICC arbitration to make immediate payment to the ICC.
Felix Dasser, head of Homburger's Litigation | Arbitration practice team, has been appointed by the Federal Office of Justice to advise the Swiss delegation in the current discussions with the EU concerning a recast of the Brussels I Regulation and its potential impact on the Convention on Jurisdiction and the Recognition and Enforcement of Judgments in Civil and Commercial Matters (Lugano Convention).
The partners of Homburger have appointed Melissa Magliana and Roger Zuber as counsel effective January 1, 2012. Both new counsel are members of Homburger's Litigation | Arbitration practice team. While Melissa Magliana primarily acts as party counsel in international arbitration and cross-border cases involving the U.S., Roger Zuber specializes in state court litigation and employment law matters.
At the end of February 2012, Delenex Therapeutics AG, a Swiss biotech company developing therapeutic antibody fragments for diseases with high unmet need, successfully completed a Second Tranche of the series A financing round worth CHF 16.7 million, bringing the total A round investment to CHF 30.2 million.
On February 22, 2012, UBS AG announced the issuance of USD 2 billion 7.25% Tier 2 subordinated notes with a maturity of 10 years.
A Homburger team led by partner Thomas Müller and involving associate Reto Marghitola (both Litigation | Arbitration) won an important landmark case before the Swiss Supreme Court.
At the IFLR's European Awards ceremony, held on March 22, 2012, in London, Homburger has repeated last years' success by being awarded again "Swiss Law Firm of the Year".
March 20, 2012. DKSH Holding AG, the leading market expansion service provider with a focus on Asia, conducted its initial public offering on the SIX Swiss Exchange.
USD 10 billion all-stock merger
On March 28, 2012, Tyco International announced a definitive agreement to combine Tyco's Flow Control business with Pentair, Inc. in a tax-free, all-stock merger.
Addax Bioenergy Sierra Leone (Addax), the Netherlands Development Finance Company (FMO) and Swedfund as equity partners, as well as six fellow development financial institutions including FMO, achieved financial close with respect to an agricultural project in Sierra Leone.
On March 3, 2012, Tokyo Electron Ltd. announced that it entered into a share purchase agreement with Oerlikon Corporation AG for the acquisition of Oerlikon's solar segment.
On February 22, 2012, the winners of the International Law Office (ILO) Client Choice Awards 2012 were announced. Homburger has been awarded "ILO Client Choice Firm Winner Switzerland 2012". Homburger has taken home the firm award for the fourth time after 2005, 2007 and 2008.
On February 29, 2012, the Swiss private bank Union Bancaire Privée (UBP SA) announced having entered into a share purchase agreement to acquire Nexar Capital Group, a global alternative investment manager with offices in New York, Paris, London and Jersey. The deal, the terms of which were not disclosed, is subject to the requisite regulatory approvals.
February 21, 2012. Uster Technologies AG (Uster), Uster | Switzerland, and Toyota Industries Corporation (Toyota), Nagoya | Japan, jointly announced that they have signed a transaction agreement regarding the takeover offer launched by Toyota.
On January 31, 2012, STADA Arzneimittel AG, a German pharmaceutical company listed on the Frankfurt stock exchange, with headquarters in Bad Vilbel, successfully closed the acquisition of the generics business that has previously been spun off of the Swiss based Spirig Pharma AG. The purchase price amounts to approximately CHF 97 million.
On January 18, 2012, Zürcher Kantonalbank (ZKB) launched a CHF 590m 3.5% Tier 1 Perpetual Subordinated Bonds transaction in the Swiss market, placed through UBS AG and ZKB as Joint-Lead Managers. These Tier 1 Perpetual Subordinated Bonds are a novel instrument, in particular providing for a write down if ZKB's CET 1 capital falls below 7% of its RWA, and qualify as Additional Tier 1 Capital under the new Basel III framework.
On January 17, 2012, Clariant AG, listed on the SIX Stock Exchange (SIX: CLN), announced that it had successfully priced an Eurobond transaction of EUR 500 million with a tenor of 5 years.
The partners of Homburger are pleased to announce that Stefan Oesterhelt became a partner of the firm on January 1, 2012.
On January 18, 2012, Zürcher Kantonalbank (ZKB) launched a CHF 590m 3.5% Tier 1 Perpetual Subordinated Bonds transaction in the Swiss market, placed through UBS AG and ZKB as Joint-Lead Managers.
On December 15, 2011, Holcim further strengthened its position in the Indian cement market by acquiring the remaining shares in Amubja Cement Limited ("ACL") held by the Sekhsaria and Neotia families, the founders of ACL. Mr Narottam S. Sekhsaria remains Chairman of the Board of ACL after this transaction.
On July 8, 2011, ABB Schweiz AG entered into a share purchase agreement with all seven shareholders regarding the purchase by ABB Schweiz AG from such shareholders of all shares of PGC Powergen Consulting SA, Molinazzo di Monteggio (Canton of Ticino), the top holding company of the Trasfor Group, which is active in the transformer business and a leading manufacturer of dry-type transformers and inductors for low-voltage and medium-voltage applications. The Trasfor Group generated revenues of about $130 million in 2010 with about 380 employees. The transaction was closed on October 3, 2011.
On December 12, 2011, ABB Schweiz AG, Baden, announced by way of a pre-announcement its all-cash public tender offer for all publicly held shares in Newave Energy Holding SA (SIX: NWEN), a Switzerland based company active in the area of uninterruptible power supply, at an offer price of CHF 56 per share.
By acquiring the SAP provider Cirrus Group Holding AG for an undisclosed sum, Swisscom IT Services Enterprise Solutions AG, a wholly owned subsidiary of Swisscom AG, significantly expands its SAP portfolio and supplements its competencies with specific industry expertise. Together with its existing SAP business and the simultaneously acquired EFP Holding AG, Swisscom IT Services Enterprise Solutions AG is expected to generate a turnover of CHF 120 million with 420 employees in 2012.
By acquiring the SAP provider EFP Holding AG for an undisclosed sum, Swisscom IT Services Enterprise Solutions AG, a wholly owned subsidiary of Swisscom AG, significantly expands its SAP portfolio and supplements its competencies with specific industry expertise. Together with its existing SAP business and the simultaneously acquired Cirrus Group Holding AG, Swisscom IT Services Enterprise Solutions AG is expected to generate a turnover of CHF 120 million with 420 employees in 2012.
On November 25, 2011, Safra Group and Rabobank entered into a share purchase agreement under which Safra will acquire a majority shareholding (46.07% equity interest and 68.63% voting rights) in Bank Sarasin & Co. Ltd (SIX: BSAN) for 1.04 billion Swiss francs to be paid in cash.
September/October 2011. European private equity firm Bridgepoint has reached an agreement to acquire the Infront Sports & Media group, one of the world’s most respected and leading international sports marketing companies based in Zug, Switzerland, taking 100 per cent of Infront Holding AG’s shares from Jacobs Holding AG, the Junkermann Group and Dr Martin Steinmeyer for an undisclosed sum. The acquisition is subject to the approval of the antitrust authorities.
On August 22, 2011, Gilde Buy Out Partners announced the acquisition of the Spandex Group from Gerber Scientific, Inc. by funds managed by Gilde as well as Spandex management.
On August 4, 2011, Dufry AG, listed on the SIX Swiss Exchange (DUFN), announced the sign-ing and closing of several acquisitions in five emerging markets, comprising Interbaires, the leading airport retailer in Argentina, airport retail operations in Uruguay, Ecuador, Armenia and Martinique, as well as a wholesale platform.
August 22, 2011. Innovation Network Corporation of Japan ("INCJ"), a public-private partnership created by the Japanese government, has completed the acquisition from Toshiba Corporation ("Toshiba") of a 40% equity stake in Landis+Gyr AG ("L+G"), a global leader in smart meters based in Zug, Switzerland. The purchase price was USD 680 million. Simultaneously, the par-ties established a special purpose vehicle in Zug, Switzerland, as a joint venture company holding their respective shares in L+G.
On August 3, 2011, NASDAQ listed Thoratec Corporation, a world leader in device-based me-chanical circulatory support therapies to address advanced-stage heart failure, with headquar-ters in Pleasanton, California, successfully closed the acquisition of the medical business of US based Levitronix LLC and its Swiss subsidiary Levitronix GmbH.
On July 25, 2011, NASDAQ listed Brooks Automation, Inc., Massachusetts, announced the successful acquisition of Nexus Biosystems, Inc., California, for a purchase price of approximately USD 85.7 million.
On June 6, 2011, UBS closed its fifth issuance under its Covered Bond Programme established in September 2009.
On July 8, 2011, Evolva Holding SA successfully completed the acquisition of San Francisco based Abunda Nutrition, Inc., a company active in the discovery, development and commercialization of next-generation food ingredients.
On July 1, 2011, Fresenius Medical Care AG & Co. KGaA has announced the successful completion of its acquisition of Euromedic's dialysis service business effective June 30, 2011, for a purchase price of EUR 485 million.
On June 16, 2011, NASDAQ listed Nuance Communications, Inc., a leading speech-recognition software maker with headquarters in Burlington, Massachusetts, successfully closed the acquisition of Zurich based SVOX AG, a provider of voice solutions for in-car systems and consumer electronics. Financial terms were not disclosed.
On May 27, 2011, Credit Suisse AG closed its second issuance under its Covered Bond Programme established in November 2010.
Homburger has won again the award as "Switzerland Law Firm of the Year" at this year's Chambers Europe Awards for Excellence.
May 24, 2011. Glencore, the Swiss commodity producer and marketer with headquarters in Baar, Switzerland, conducted its initial public offering and dual listing with a primary listing on the London Stock Exchange and a secondary listing on the Hong Kong Stock Exchange through a Jersey holding company.
SCOR and AEGON have entered into an agreement pursuant to which SCOR will acquire the mortality risk reinsurance business of Transamerica Re, a part of AEGON.
On April 11, 2011, the Federal Supreme Court as last instance has upheld an appeal by Swisscom, the Swiss telecoms incumbent, over a ruling by the Swiss Competition Commission (COMCO) regarding allegedly illegal mobile termination fees and has definitively overruled the record fine of CHF 333 million, which was the highest fine ever imposed in Switzerland.
In its Final Award, an international Arbitral Tribunal sitting in Zurich has dismissed all claims brought by a claimant from the British Virgin Islands against two respondents from Turkey.
Johnson & Johnson and Synthes, Inc. entered into a definitive agreement whereby Johnson & Johnson will acquire Synthes for CHF 159 per share, or USD 21.3 billion.
Clariant AG raises CHF 368 million in rights offering and successfully completes CHF 2.5 billion acquisition of Süd-Chemie AG
In March 2011, the winners of the International Law Office (ILO) Client Choice Awards were announced. Two Homburger partners are winners.
At IFLR's European Awards, which were held on March 23, 2011, in London, Homburger has repeated last years' success at IFLR Awards by winning again in the category "Swiss Law Firm of the Year".
March 3, 2011. On February 17, 2011, the French-based private equity firm PAI Partners successfully closed the acquisition of Swissport International AG, the world’s leading provider of ground services to the aviation sector, from the Spanish infrastructure group Ferrovial. The leveraged buy-out transaction amounted to CHF 900 million.
February 22, 2011. In mid-February, Credit Suisse Group executed an agreement to put in place USD 3.5 Billion and CHF 2.5 Billion of Tier 1 Buffer Capital Notes, a form of contingent capital, with two strategic investors. In addition, Credit Suisse Group placed USD 2 Billion 7.875% Tier 2 Buffer Capital Notes due 2041 in the capital markets. Homburger advised Credit Suisse Group on all regulatory and transactional aspects in respect of these transactions.
On February 16, 2011, Clariant AG, listed on the SIX Stock Exchange (SIX: CLN), announced that it is planning the acquisition of a controlling majority in Süd-Chemie AG, a German specialty chemicals company headquartered in Munich, Germany, and listed on the Frankfurt Stock Exchange.
As from 2011, Swiss companies will be able to distribute additional paid-in capital in the form of dividends without withholding and income tax consequences. The Federal Tax Administration (FTA) has published the long awaited circular letter on this change of laws. It answers many practical questions on the interpretation of the new rules. In particular, it sets forth the bookkeeping and administrative requirements that need to be observed if a company wants to benefit from the new system. The Homburger bulletin describes the need for action for the majority of Swiss companies.
On January 31, 2011, Kaba Holding has announced the sale of its door automation business segment to the Japanese company Nabtesco Corporation for a price of approximately CHF 220 to 240 million (debt-free), depending on the level of working capital at the closing date.
On January 20, 2011, the privately held Liechtenstein company Hilcona Aktiengesellschaft and the listed Swiss company Bell Holding AG (SIX: BELN) announced the combination of their convenience food businesses.
On January 13, 2011, Schindler Holding AG (SIX: SCHN) announced that its subsidiary ALSO Holding AG (SIX: ALSN) and the German Actebis GmbH are to combine their businesses, creating a company with a market capitalization of approx. CHF 700 million.
Biogen Idec has acquired Panima Pharmaceuticals AG, a former subsidiary of Neurimmune Holding AG, which includes the world-wide rights to three pre-clinical immunotherapy programs focused on the discovery and development of novel human antibodies. Biogen Idec will make an initial payment of USD 32.5 million and up to USD 395 million in contingent payments.
On December 15, 2010, Alcon, Inc. (NYSE: ACL) announced that its board of directors, acting upon a recommendation of its independent director committee, approved a merger agreement with Novartis AG. Under the terms of the merger agreement Novartis will pay a total merger consideration valued at $168 per share for the 23% Alcon shares it does not currently own. The transaction is valued at USD 12.9 bn. and creates a global healthcare giant with a market capitalization of around USD 150 bn.
Partner Georg Rauber, Head of Homburger's IP | IT Practice Team, has been elected as the new President of the Zurich Bar Association (ZAV) at the ZAV Winter Assembly on November 26, 2010.
For the third time in a row, Homburger has been awarded "M&A Legal Adviser of the Year Switzerland & Austria". The fourth annual Financial Times | mergermarket European M&A Awards were held on December 9, 2010, in London. Financial Times | mergermarket utilize both empirical data and independent expert opinion to choose the Award winners.
On November 22, 2010, Credit Suisse AG established its EUR 15 billion Covered Bond Programme irrevocably guaranteed as to payments by Credit Suisse Hypotheken AG (the "Programme"), and on December 1, 2010, Credit Suisse executed its debut issue of EUR 1.25 billion Fixed Rate Covered Bonds due 2015 (the "Covered Bonds") thereunder. The Covered Bonds are indirectly backed by a portfolio of mortgages from Credit Suisse's domestic mortgage pool.
Pirelli & C. S.p.A. completes the sale of Pirelli Broadband Solutions to Advanced Digital Broadcast Holdings SA
On November 22, 2010, Credit Suisse AG established its EUR 15 billion Covered Bond Programme irrevocably guaranteed as to payments by Credit Suisse Hypo-theken AG (the "Programme"), and on December 1, 2010, Credit Suisse ex-ecuted its debut issue of EUR 1.25 billion Fixed Rate Covered Bonds due 2015 (the "Covered Bonds") thereunder. The Covered Bonds are indirectly backed by a portfolio of mortgages from Credit Suisse's domestic mortgage pool.
Pirelli & C. S.p.A. completes the sale of Pirelli Broadband Solutions to Advanced Digital Broadcast Holdings SA
On November 9, 2010, gategroup Holding AG (gategroup) (SIX: GATE), a leading global provider of onboard services to companies that serve people on the move, completed a CHF 252 million capital increase by way of a rights offering to its shareholders. The syndicate of banks comprised Credit Suisse and Goldman Sachs acting as Joint Lead Managers.
November 2010. Delenex Therapeutics AG, a Swiss biotech company developing therapeutic antibody fragments, successfully completed a Series A financing-round in September 2010, in order to advance its development programmes.
On October 28, 2010, CVC Capital Partners (CVC) announced the successful completion of the CHF 3.3 billion acquisition of Sunrise Communications AG from TDC. This follows clearance of the transaction from the Swiss Competition Commission (ComCo), the Swiss Federal Office of Communications (BAKOM) and the Swiss Federal Communications Commission (ComCom) at the end of October.
September | October 2010. Logo International sold 100% of Beldona AG, a leading retailer of women underwear and swimwear fashion, to Triumph International.
October 2010. Temenos, a leading provider of banking software with headquarters in Geneva and listed on SIX Swiss Exchange, announced that it acquired Odyssey Group, a Luxembourg-based provider of software for private banking and wealth management applications, in a transaction valued at roughly USD 101 million.
On October 7, 2010, Gedeon Richter Plc, a pharmaceutical company headquartered in Budapest, announced the acquisition of PregLem Holding SA, a Swiss biotechnology company, for an initial cash consideration of CHF 150 million and further milestone payments of up to CHF 295 million.
On October 4, 2010, Orascom Development Holding AG (Orascom) (SIX: ODHN), 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 development 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.
On October 4, 2010, Orascom Development Holding AG (Orascom) (SIX: ODHN), 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.
On September 22, 2010, Allianz Suisse Insurance Company Ltd., one of the major insurance companies in Switzerland, has announced the sale of its 100% stakes in Alba Insurance Company Ltd., Phenix Insurance Company Ltd. and Phenix Life Insurance Company Ltd., to Helvetia Swiss Insurance Company Ltd.
On September 15, 2010, allosteric modulation company Addex Pharmaceuticals Ltd. in Plan-les-Ouates, Geneva (SIX: ADXN) announced that it has raised CHF 20 million through a private placement with Biotechnology Value Fund, L.P. and its affiliates (BVF) of 593,567 newly issued registered shares for an aggregate price of CHF 6 million and zero coupon six-month mandatory convertible notes (MCNs) for an aggregate value of CHF 14 million.
On July 28, 2010, Adobe Systems Incorporated, San Jose (CA), USA, and Day Software Holding AG, Basel, entered into a transaction agreement regarding the submission by Adobe or one of its subsidiaries of a public tender offer for all publicly held registered shares of Day at the offer price of CHF 139 per Day share.
On August 26, 2010, Nestlé announced the completion of the sale of its remaining stake of approximately 52 % in Alcon, the world's largest eye-care company, to Novartis for USD 28.3 billion.
On August 26, 2010, Nestlé announced the completion of the sale of its remaining stake of approximately 52 % in Alcon, the world's largest eye-care company, to Novartis for USD 28.3 billion. The completion followed the exercise of a purchase option by Novartis in January 2010, which was based on an agreement concluded among Nestlé and Novartis in 2008. A first tranche of approximately 24 % of Alcon's shares had been sold to Novartis in 2008 for approximately USD 11 billion.
On July 28, 2010, Adobe Systems Incorporated, San Jose (CA), USA, and Day Software Holding AG, Basel, entered into a transaction agreement regarding the submission by Adobe or one of its subsidiaries of a public tender offer for all publicly held registered shares of Day at the offer price of CHF 139 per Day share. In the transaction agreement, Day agreed to support and recommend the offer to its shareholders. On the same date, Adobe Systems Benelux B.V., an indirect wholly-owned subsidiary of Adobe, launched the offer on Day by way of a pre-announcement in accordance with Swiss takeover laws.
Felix Dasser has been appointed new head of Homburger's Litigation | Arbitration practice team as from June 1, 2010.
On June 11, 2010, Bankhaus Lampe, a leading independent owner-operated German private bank under the ownership of the Oetker family, closed the sale of its 100% stake in Atlantic Vermögensverwaltungsbank AG, a Swiss private bank in Zurich, to Bank von Roll AG. The transaction was announced on May 21, 2010.
April 27, 2010. Aravis Energy I LP (Aravis Energy), a Swiss venture capital firm based in Zurich, sold the Swiss wind energy company LuciaWind AG to the utility company EBM, which is based in Münchenstein in the canton of Baselland. LuciaWind AG operates a 42-megawatt wind farm in Spain. The farm, which has 14 3-megawatt wind turbines, supplies electricity for over 22,000 Swiss households and thus avoids 86,000 tonnes of CO2 emissions per year. Aravis Energy is the first Swiss venture capital firm to focus on the development and realisation of projects in the renewable energies sector. The purchase of the wind farm makes EBM one of the largest Swiss wind farm owners. The investment volume is over CHF 100 million.
On May 12, 2010, IAWS Finance pp, an Aryzta Group company, issued USD 420,000,000 and EUR 25,000,000 Notes with maturities between 2013 and 2022. The notes are guaranteed by Arzyta AG, the top holding company of the Aryzta Group, and benefit from a security assignment of intragroup claims by Aryzta AG. The notes were privately placed to institutional investors in the United States.
Aryzta AG, the top holding company of the Aryzta Group, on May 4 signed and on May 11, 2010, closed a CHF 600,000,000 Credit Facility arranged by Bank of America, N.A., BNP Paribas - Dublin Branch, Credit Suisse AG, Rabobank Ireland plc, UBS AG and Zurich Cantonalbank with a final maturity date of December 31, 2014. The obligations of Aryzta AG are secured by a security assignment of intragroup claims by Aryzta AG. The bank syndicate for this credit facility consists of the above-mentioned arrangers and as well as a number of further Swiss banks.
On April 29, 2010, a bank consortium extended certain credit facilities to Karl Steiner AG (KSAG). By this extension, the banks support the acquisition of a 66% stake in KSAG by Hindustan Construction Company Ltd (HCC), a leading Indian business group with an established presence in Construction, Infrastructure Development and Urban Development & Management.
On May 12, 2010, IAWS Finance pp, an Aryzta Group company, issued USD 420,000,000 and EUR 25,000,000 Notes with maturities between 2013 and 2022. The notes are guaranteed by Arzyta AG, the top holding company of the Aryzta Group, and benefit from a security assignment of intragroup claims by Aryzta AG. The notes were privately placed to institutional investors in the United States.
On April 29, 2010, a bank consortium extended certain credit facilities to Karl Steiner AG (KSAG). By this extension, the banks support the acquisition of a 66% stake in KSAG by Hindustan Construction Company Ltd (HCC), a leading Indian business group with an established presence in Construction, Infrastruc-ture Development and Urban Development & Management.
On May 5, 2010, Petroplus Holdings AG, Europe's leading independent refiner and wholesaler of petroleum products, successfully raised approx. CHF 151 mil-lion by issuing 8,650,000 new shares placed in an accelerated bookbuilding. The new shares had been underwritten by a syndicate of banks which was led by Morgan Stanley and Credit Suisse as Joint Global Coordinators and Joint Book-runners and comprised BNP Paribas, Deutsche Bank, Société Générale, No-mura International, ING and UBS Investment Bank acting as Co-Bookrunners.
On April 30, 2010, Deloitte Consulting AG completed its acquisition of Exsigno, a Swiss-based consulting business, creating one of the largest management con-sulting businesses in Switzerland.
Transocean Ltd., the world's largest offshore drilling contractor, which redomesti-cated from the Cayman Islands to Switzerland in 2008, listed its shares on SIX Swiss Exchange on April 20, 2010 under the symbol RIGN. Transocean's shares also trade on the New York Stock Exchange under the symbol RIG.
On February 26, 2010, IMS Health, the world’s leading provider of market intelli-gence to the pharmaceutical and healthcare industries, announced completion of its acquisition by entities created by certain affiliates of TPG Capital, L.P. and the CPP Investment Board.
On April 1, 2010, OC Oerlikon Corporation announced that it has reached agreement with its Bank Lenders and main shareholder Renova regarding a comprehensive financial restructuring of the company. The company expects to implement the agreed restructuring, which includes a CHF 1 bn rights offering, in the first half of 2010.
On April 19, 2010, Siegfried Holding Ltd, a leading international supplier and services provider to the pharmaceutical industry, launched its previously an-nounced CHF 80m 5 % Mandatory Convertible Notes due 2011 (MCN), allocat-ing advance subscription rights to its existing shareholders. Bank Vontobel AG is acting as Lead Manager with no underwriting commitment. Certain investors in-cluding Rainer-Marc Frey, SE Swiss Equities and Thomas Schmidheiny have provided certain backstop underwriting commitments and | or as of April 15, 2010 have acquired the 32 % stake in the company previously held by Camellia plc.
On April 13, 2010, Munich Re announced that it reduced its stake in Helvetia Holding AG, the St. Gallen (Switzerland) based insurance company, from 8.16% to below 3%.
On April 8, 2010, UBS closed its fourth issuance under its Covered Bond Pro-gramme established in September 2009. EUR 1.25 bn of Covered Bonds with a 12 years maturity were issued by UBS AG, London Branch and are guaranteed by UBS Hypotheken AG. The Covered Bonds issued under the Programme are indirectly backed by a portfolio of mortgages from UBS AG's domestic mortgage pool.
April 2010. The two biopharmaceutical companies Horizon Therapeutics Inc., IL, USA, and Nitec Pharma AG, Reinach, Switzerland, announced their combination in an all-share transaction. The combined company also completed a concurrent preferred stock financing in conjunction with the transaction. The combined company will be named Horizon Pharma, Inc., and will be led by Timothy P. Walbert, previously president and chief executive of Horizon Therapeutics.
Homburger has followed last years' success at the IFLR Awards by winning three trophies at the IFLR Awards ceremonies 2010.
Dufry AG combines with Dufry South America Ltd. in a cross-border trian-gular merger with a secondary listing on BM
On March 15, 2010, Hindustan Construction Company Ltd (HCC), a leading In-dian business group with an established presence in Construction, Infrastructure Development and Urban Development & Management, announced it had agreed to acquire a 66% controlling stake in Karl Steiner AG (KSAG), the second largest total services contractor in the Swiss Real Estate market. HCC will acquire the 66% stake via the issuance of new shares in consideration for a CHF 35 million cash investment in KSAG. KSAG’s sole owner Peter Steiner will sell his remain-ing shares to HCC in 2014.
March 11, 2010. BioXell S.p.A. announced the closing of the public tender offer by Cosmo Pharmaceuticals S.p.A. for all the shares of BioXell for a mixed consideration in cash and new Cosmo shares, as well as options to put the Cosmo shares, as well as a supplement consideration. The transaction is valued at approximately CHF 42 million. Cosmo and BioXell are both Italian companies, listed on the SIX Swiss Exchange.
The origins of the firm Homburger date back to 1957, when founder Professor Eric Homburger established a practice in Zurich. On January 22, 2010, Eric Homburger has celebrated his 90th birthday. On the occasion of his birthday, Homburger's former senior partner Peter Widmer and managing partner Heinz Schärer honor Eric Homburger and his outstanding lawyer career.
On January 5, 2010, Nestlé S.A. announced it had agreed to acquire Kraft Foods' frozen pizza business in the US and Canada for USD 3.7 billion in cash. The business includes brands such as DiGiorno, Tombstone, California Pizza Kitchen, Jack’s and Delissio. This frozen pizza business provides a new strategic pillar to Nestlé's frozen food portfolio in the US and Canada
On January 4, 2010, Novartis AG announced its acquisition of a majority stake in Alcon, the world's largest eye-care company, at USD 180 per share or USD 28 bn. overall. The deal is the second stage of a larger transaction originally struck in spring 2008, when Novartis purchased a 25 % stake in Alcon for USD 10.4 bn. from Nestlé and agreed on a put | call option structure giving Novartis the right to buy, and Nestlé the right to sell, the remaining 52 % of the company still owned by Nestlé.
On December 10, 2009, VHF-Technologies SA (Flexcell), the only European manufacturer of flexible solar cells, based in Yverdon-les-Bains, announced that it has entered into a strategic agreement with the Japanese group Mitsubishi Chemical Corporation (MCC). The strategic agreement broadens Flexcell's shareholder basis with the participation of MCC in Flexcell's equity through a capital increase and grants the exclusivity to MCC for the distribution of Flexcell's solar modules in Japan and several Asian markets.
On November 30, 2009, UBS closed its second issuance under its Covered Bond Programme established in September 2009. EUR 1 bn of Covered Bonds with a 10 years maturity were issued by UBS AG, London Branch and are guaranteed by UBS Hypotheken AG. The Covered Bonds issued under the Programme are indirectly backed by a portfolio of mortgages from UBS AG's domestic mortgage pool.
On December 15, 2009, Swiss Life Holdings AG (SIX: SLHN), a leading European provider of life insurance and pension products headquartered in Zurich, announced that it has sold a participation of roughly 6% in MLP, a German financial advisory company, to Barmenia, a German insurance company.
On November 30, 2009, UBS closed its second issuance under its Covered Bond Programme established in September 2009. EUR 1 bn of Covered Bonds with a 10 years maturity were issued by UBS AG, London Branch and are guar-anteed by UBS Hypotheken AG. The Covered Bonds issued under the Pro-gramme are indirectly backed by a portfolio of mortgages from UBS AG's do-mestic mortgage pool.
Homburger continues to advise certain secured lenders represented by Deut-sche Bank acting as agent in connection with a facility granted to Nexis Fibers AG, a company in composition proceedings under Swiss bankruptcy law and recently renamed ExNex AG in Nachlassliquidation.
Homburger is representing SIX Group AG, which announced on November 12 its and Deutsche Börse AG's joint acquisition of Dow Jones & Company, Inc.'s one-third interest in STOXX Ltd., a leading provider of European and international market indices.
November 19, 2009. Cosmo Pharmaceuticals S.p.A. and BioXell S.p.A. announced their agreement on a tender offer by Cosmo for all the shares of BioXell for a mixed consideration in cash and new Cosmo shares, as well as options to put the Cosmo shares. The transaction is valued at CHF 41.3 million. Cosmo and BioXell are both Italian companies, listed on the SIX Swiss Exchange.
October 2009. Santhera Pharmaceuticals (SIX: SANN), a Swiss specialty pharmaceutical company focused on orphan neuromuscular diseases, announced the acquisition of Oy Juvantia Pharma Ltd of Turku, Finland. Santhera issued 105,973 previously reserved shares from its authorized share capital to Juvantia investors, which shares were listed at the SIX Swiss Exchange.
In PIPE with New Strategic Investor Toyota Industries Corporation
On September 9, 2009, Petroplus Holdings AG, Europe's leading independent refiner and wholesaler of petroleum products, announced three capital markets transactions consisting of (i) an offering of USD 400 million 9.375% Senior Notes due 2019, (ii) an offering of USD 150 million 4.00% Convertible Bonds due 2015, and (iii) a fully underwritten equity offering by a syndicate of banks with subscription rights granted to existing shareholders by issuing 17,265,058 registered shares with gross proceeds of over CHF 290 million.
On October 6, 2009, UBS closed its EUR 2 bn inaugural issuance under its Cov-ered Bond Programme established in September 2009. The Covered Bonds were issued by UBS AG, London Branch and are guaranteed by UBS Hy-potheken AG. The Covered Bonds issued under the Programme are indirectly backed by a portfolio of mortgages from UBS AG's domestic mortgage pool.
Homburger continues to advise certain secured lenders with Deutsche Bank acting as agent in connection with a facility granted to Nexis Fibers AG, recently renamed ExNex AG, in its composition proceeding under Swiss bankruptcy law.
September 2009. As announced by Alcon and ESBATech, Alcon acquired ESBATech AG, a Swiss biotechnology company, for a purchase price of USD 150 million plus contingent payments of up to USD 439 million. ESBATech is a clinical-stage biotechnology company that has been developing a pipeline of proprietary single-chain antibody fragment therapeutics for topical and local delivery for safe and convenient therapy.
On September 23, 2009, UBS published the Base Prospectus for the establish-ment of its programme for the issuance of Covered Bonds issued by UBS AG, London Branch and guaranteed by UBS Hypotheken AG. The Covered Bonds issued under the Programme will indirectly be backed by a portfolio of mortgages from UBS AG's domestic mortgage pool.
On August 19, 2009, The Swiss Confederation (the “Confederation”) announced its intention to exercise its right to convert all CHF 6 billion of its holding of UBS Mandatory Convertible Notes due 2011 (“MCNs”) and to place with institutional investors the newly issued UBS shares received upon conversion. On August 20, 2009, the Confederation announced that all shares have been placed through a banking consortium consisting of UBS, Credit Suisse and Morgan Stanley, at a price of CHF 16.50 per share.
On August 19, 2009, The Swiss Confederation (the “Confederation”) announced its intention to exercise its right to convert all CHF 6 billion of its holding of UBS Manda-tory Convertible Notes due 2011 (“MCNs”) and to place with institutional investors the newly issued UBS shares received upon conversion. On August 20, 2009, the Confed-eration announced that all shares have been placed through a banking consortium consisting of UBS, Credit Suisse and Morgan Stanley, at a price of CHF 16.50 per share.
On August 4, 2009, MMA Vie SA closed its mandatory public tender offer for Harwanne Compagnie de participations industrielles et financières SA, a Swiss investment company listed on the SIX Swiss Exchange. This public tender offer was the first offer under the revised rules on public tender offers which had come into effect as from January 1, 2009 and which grant minority shareholders a standing in the administrative proceedings before the Takeover Board. The transaction represents a total value of CHF 183 million.
On July 4, 2009, PartnerRe Ltd., a NYSE-listed, Bermuda exempted company, entered into a number of definitive agreements relating to its acquisition of all the outstanding shares of PARIS RE Holdings Limited, a French-listed, Swiss-based diversified reinsurer, in a multi-step transaction. The multi-step transaction values PARIS RE at approximately USD 2 billion. Upon completion of the transaction, current PARIS RE shareholders will own approximately 31% of the combined company and current PartnerRe shareholders will own approximately 69% of the combined company.
Markus Wirth, partner of Homburger's Litigation | Arbitration practice team, has been named one of 41 new members to the ICC International Court of Arbitration in Paris.
In a high profile ICC arbitration between Vivendi SA and subsidiaries, Deutsche Telekom AG and subsidiaries and, i.a., the Polish holding company Elektrim SA, the Federal Supreme Court rendered an interesting decision regarding the impact of the bankruptcy of a legal entity on a pending arbitration with seat in Switzerland to which the entity is a party.
On July 8, 2009, Holcim Ltd (SWX: HOLN) announced the final terms of its equity offering designed to finance the recent acquisitions of Cemex Australia and a capital increase in Huaxin Cements, China's fourth-largest cement manufacturer.
Partner Markus Wirth and associates Melissa Magliana and Nicolas Herzog succeeded to reduce a damages claim brought by a German cargo handling company against Malaysia Airlines to less than a tenth of the original request.
On June 25, 2009, UBS AG (SIX: UBSN) announced that it is offering 293,258,050 newly issued shares from authorized capital to a small number of institutional investors at a price of CHF 13.00 per share. After deducting cast associated with the placement, the amount of new equity capital expected to be raised is approximately CHF 3.8 billion.
Homburger has again been named winner of the Switzerland Award for Excellence at the Chambers Europe Awards 2009.
On May 12, 2009, gategroup Holding AG, the leading independent global provi-der of "above-the-wing" services and products, listed its 19,678,225 shares on the SIX Swiss Exchange (trading symbol "GATE"). gategroup is the parent com-pany of Gate Gourmet and ten other well established brands. Prior to the listing of gategroup's shares on the SIX Swiss Exchange, gategroup moved its hea-dquarters from the US back to Zurich-Kloten.
On May 7, 2009, Kaba Holding AG (SIX: KABN), one of the world's leading players in the security industry, announced that it had successfully concluded a syndicated credit facility agreement for CHF 575,000,000. The credit facility has a term of four years. The syndicate led by Zürcher Kantonalbank as Agent and Credit Suisse and UBS as Mandated Lead Arranger consists of various Swiss banking institutions
On April 9, 2009, Ciba Holding AG (SWX: CIBN), a leading worldwide specialty chemicals manufacturer, announced the successful completion of the public takeover offer for all of its shares submitted by BASF on September 15, 2008. Following completion of the public takeover offer, BASF holds 95.8% of the Ciba shares. Overall, the transaction is valued at CHF 6.1 bn.
Homburger presently advises certain secured lenders with Deutsche Bank acting as agent in connection with a facility granted to Nexis Fibers AG.
18.03.2009 - Homburger has won the award as "Swiss Law Firm of the Year 2009" at this year's IFLR Europe Awards. International Financial Law Review (IFLR) presented its annual European Awards on 18th of March 2009 in London, rewarding the most innovative legal deals of 2008 in international finance and the firms that completed them.
On March 26, 2009, Sulzer Ltd., a Swiss machinery and equipment manufactur-ing and surface engineering company, listed on the SIX Swiss Exchange (SIX: SUN), announced the signing of an agreement for the acquisition of the privately owned Swiss thermal separation process company Kühni Ltd. in Allschwil. Kühni achieved sales of CHF 37 million in 2008 and employs over 80 people. Closing is expected to take place in the second quarter of 2009, after the fulfillment of all conditions of the transaction.
On March 24, 2009, Swiss Life Holding (SIX: SLHN) announced that it had entered into a strategic partnership with Talanx, a major German insurance company. In connection with the strategic cooperation, Talanx agreed to acquire up to 9.9% of the shares in Swiss Life, and further took over a participation of 8.4% in MLP, a German financial advisory company, from Swiss Life.
Homburger advised Roche as to Swiss law in connection with the financing transactions related to its USD 46.8 billion acquisition of the 44% publicly-held interest in Genentech. The transactions included (i) a USD 16.5 billion bond of-fering, (ii) a combined EUR 11.25 billion and GBP 1.25 billion bond offering, (iii) a CHF 8.0 billion bond offering, and (iv) a USD private placement.
01.02.2009 - Homburger has been voted as "Law Firm of the Year: Switzerland" in the PLC Which lawyer? Law Firm Awards 2009.
30.01.2009 - Homburger is pleased to announce that in a recent international survey on arbitration firms conducted by the Global Arbitration Review, the Homburger Arbitration Team was ranked seventh among the law firms that have groups devoted to international arbitration.
16.01.2009 - The partners of Homburger are pleased to announce that Prof. Dr. Hans-Ueli Vogt LL.M. has joined the firm as a Counsel.
09.01.2009 - The partners of Homburger are pleased to announce that Daniel Haeberli, Andri Hess, Reto Heuberger and David Oser became partners of the firm as of January 1, 2009.
TopLegal International, a magazine covering the European legal markets, conducts an annual review called "The Best of the Best". The review was published in the December|January 2009 issue.
Like previous year, Homburger again wins the Client Choice Award 2008 for Switzerland.
30.11.2008 - Pascal Schmid, associate at Homburger since beginning of 2007, was elected to President of the District Court of Weinfelden on November 30, 2008.
On December 10, 2008, Homburger received the M&A Country Award Switzerland & Austria as Legal Advisor of the Year from Financial Times and Mergermarket.
26.11.2008 - Homburger acted as Swiss counsel to Credit Suisse in its CHF 10 bn fund raising in October to boost its Tier 1 capital ratio from 10.4 to approx. 13.7% (pro forma). The cash injection from a small group of investors consisted of three components: The sale of 93 mio treasury shares, the issuance of Mandatory Convertible Notes with a principal amount of CHF 1.6 bn, convertible into approximately 50 mio of new shares of Credit Suisse Group AG, and the issuance of hybrid Tier 1 Capital Notes in an amount of approximately CHF 5.5 bn.
November 12, 2008. Santhera Pharmaceuticals Holding AG (listed on SIX Swiss Exchange), a Swiss specialty pharmaceutical company focused on neuromuscular diseases, with headquarters in Liestal, Switzerland, closed a private placement of approx. 10 % new shares with a fund of Ares Life Sciences, established by the Ernesto Bertarelli family. Ernesto Bertarelli is the former majority owner and CEO of Serono.
HBM BioVentures Ltd, a leading venture capital company that invests globally in the human medicine/biotechnology and medical technology sectors, undertook a listing of all its shares on the SWX Swiss Exchange. HBM BioVentures' shares are traded on the SWX on 14 February 2008 for the first time, under the trading symbol "HBMN".
On March 26, 2008, Petroplus Holdings AG, one of the largest independent refiners and wholesalers of petroleum products in Europe, closed the offering, through its subsidiary Petroplus Finance Ltd, of 3.375% Guaranteed Convertible Bonds 2008 - 2013 in the aggregate amount of USD 500,000,000.
On April 1, 2007, UBS announced a rights issue, fully underwritten by four leading international banks, to raise approximately CHF 15 billion. The rights issue, which is subject to shareholder approval at the forthcoming annual general meeting (AGM) of April 23, 2008, has been underwritten by a syndicate of banks, led by JPMorgan, Morgan Stanley, BNP Paribas and Goldman Sachs. JP Morgan and Morgan Stanley together with UBS Investment Bank are also acting as Joint Global Coordinators.
On May 19, 2008, Orascom Development Holding AG (OD Holding), the newly established Swiss top company of the OD Holding Group, a leading resort and town developer primarily active in the Middle East, closed an initial public offering (IPO) of its shares on the SWX Swiss Exchange with a preceding listing of its shares on the SWX and a simultaneous flotation on the Cairo & Alexandria Stock Exchanges in Egypt.
On April 7, 2008, Nestlé S.A. announced that it had agreed to sell 24.85 percent of Alcon's issued and outstanding capital to Novartis for approximately USD 11 billion in cash. The transaction closed on July 7, 2008. From 2010 on, Novartis and Nestlé will have call and put option rights exercisable over Nestlé's remaining majority shareholding in Alcon. The overall transaction is valued at USD 39 billion.
July|August 2008. Temenos Group, a global provider for banking software systems with headquarters in Geneva, Switzerland, and listed at SWX Swiss Exchange, announced that it signed an agreement to acquire the core banking assets of Informer Group.
On August 14, 2008, Swiss Life Holdings AG (SWX: SLHN), a leading European provider of life insurance and pension products headquartered in Zurich, announced its intention to acquire a 26.75% block of shares in MLP, one of the leading suppliers of financial services for academics and other discerning clients in Germany, for a total sum of EUR 307 million.
On August 18, 2008, General Dynamics (NYSE: GD) and Dreamliner Lux S.à.r.l., a company controlled by the Permira Funds, have entered into a definitive agreement for General Dynamics to acquire Jet Aviation, one of the world's leading business-aviation services companies, for CHF 2.45 billion in cash.
On 3 September, 2008, Dufry AG (SWX: DUFN) signed a merger agreement with Hudson Group, the premier travel retailer in North America with 540 dutypaid stores in 70 airports and transportation terminals, which is majority owned by private equity firm Advent International.
On September 5, 2008 Capio AB, Sweden, transferred and integrated its diagnostics business division into the Unilabs S.A. group.
On September 15, 2008, Ciba Holding AG (SWX: CIBN), a leading worldwide specialty chemicals manufacturer, announced that its board of directors recommended the public takeover offer for all of its shares published on the same day by BASF.
On October 2, 2008 Robert Bosch GmbH, Germany, announced that its 100% subsidiary Scintilla AG, Solothurn, entered into agreements with sia Abrasives Holding AG, Frauenfeld, and its main shareholder in order to purchase the shares in sia Abrasives Holding AG held by the latter and to subsequently launch a public tender offer for the remaining shares held by the public.
On October 16, 2008, UBS AG (SWX: UBSN) announced that it had reached an agreement with the Swiss National Bank (SNB) to transfer up to USD 60 billion of currently illiquid securities and other assets from UBS's balance sheet to a separate special purpose vehicle.