Capital markets

Colombo Wealth SA (previously Colombo Wealth Management SA, Heron Holding SA and Heron Asset Management SA), a financial service provider in the canton Ticino for institutional and private HNWI clients, is the first FINMA licensed asset manager of collective investment schemes with presence in all three main language areas in Switzerland, with headquarter in Lugano and branches in Zurich and Geneva. After obtaining the relevant authorisations from FINMA, Colombo Wealth (previously Heron Asset Management) successfully completed the mergers with Colombo Wealth Management and Heron Holding. Bär & Karrer acted as legal advisor in connection with the corporate and regulatory framework applicable to the reorganisation of Colombo Wealth. In this context, Bär & Karrer assisted and represented Colombo Wealth during the approval process with FINMA and the corporate restructuring steps. The team included Paolo Bottini, Edoardo Buzzi and Paolo Ader (all Regulatory and M&A/Corporate), as well as Massimo Vanotti and Rocco Rigozzi (both Notarial Services).

THI Investments has acquired from The Riverside Company and co-investors the RE Panels group (incl. EPCO and TECSEDO), a European leader in the manufacture of sandwich panels for residential, commercial and industrial sectional overhead doors. Bär & Karrer acted as Swiss legal advisor to THI Investments. The team included Luca Jagmetti, Raphael Annasohn, Edoardo Buzzi, Rocco Rigozzi, Manuela Cassano and Benedetta Galetti (all M&A) and Laura Widmer (Employment).

MSCI Inc., a New York-based provider of critical decision support tools and services for the global investment community, has announced that its subsidiary, MSCI Barra Suisse Sàrl, has entered a definitive agreement to acquire Carbon Delta AG, a Swiss based environmental fintech and data analytics firm. Bär & Karrer acted as legal adviser to MSCI in this transaction. The team included Michael Trippel, Anna Capaul, Kaspar Luginbühl, Alexander von Jeinsen and Jenny Cheung (all M&A and Corporate), Susanne Schreiber and Markus Mühlemann (both Tax), Laura Widmer and Fanny Sutter (both Employment) and Jonas Bornhauser (IP/IT).

Bär & Karrer successfully defended a large, international fintech company and its management in Swiss criminal proceedings which have been initiated due to the misuse of the company's platform by various unknown fraudsters. The proceedings led to the arrest of the company's chairman following an arrest warrant issued by a Swiss prosecutor. The arrest warrant and other coercive measures were held unlawful by the competent cantonal court of appeal following complaints lodged by the chairman of the fintech company. The chairman was awarded indemnity and compensation for costs incurred in connection with the criminal proceedings and the arrest warrant. All criminal proceedings have been closed by the prosecutor in charge. Bär & Karrer's defense team included Eric Stupp and Gadi Winter (both Fintech, White Collar Criminal Investigations & Proceedings).

Acrotec acquired Diener AG Precision Machining, a company specialized in the area of medical technology and precision mechanics, and Diener Precision Pumps, a company producing high quality precision pumps, from its owners. With these acquisitions, Acrotec extends in particular its medtech sector. Completion is subject to merger control approval. Bär & Karrer acts as legal advisor to Acrotec in this transaction. The team of Bär & Karrer includes Christoph Neeracher, Thomas Rohde, Philippe Seiler and Lukas Studer (all M&A), Markus Wang and Jonas Bornhauser (both IP/IT), Laura Widmer (employment) as well as Mani Reinert (antitrust).

Farner Consulting acquires a majority stake of the Zurich-based data and technology agency DU DA Group. This move will enable Farner Consulting to combine its communication offering with smart technology and data solutions to create commtech – communication technology. Bär & Karrer acts as legal advisor to Farner Consulting in this transaction. The team includes Christoph Neeracher, Philippe Seiler and Arnold Romero (all M&A) as well as Christoph Suter (tax).

Acushnet Holdings Corp., the worldwide leader in the design, development, manufacture and distribution of golf equipment and wear, has announced the acquisition of KJUS, a Swiss-based ski and golf sportswear company. Bär & Karrer acted as Swiss legal adviser to Acushnet in this transaction. The team included Daniel Raun, Thomas U. Reutter, Alexander von Jeinsen, Anna Capaul, Rebecca Schori, Manuela Cassano and Carlo Hunter (all M&A and Corporate), Susanne Schreiber (Tax), Laura Widmer and Fanny Sutter (both Employment), Ruth Bloch-Riemer and David Trachsel (both Social Security & Pension), Mani Reinert (Competition Law) and Jonas Bornhauser (IP/IT).

Bär & Karrer successfully represented a company acting under the trademark of PNK Group, a major developer of industrial facilities in Russia, against a Western European concrete plant engineering and manufacturing company in a SCAI-arbitration concerning the delivery of (defective) equipment. After full-fledged proceedings including a hearing with several technical experts, the client was awarded partial rescission of the contract (as requested) with returning of certain defective equipment against refund of its cost, a substantial price reduction with regard to the rest of the equipment, as well as a contractual penalty payment and reimbursement for 75% of all legal costs. Team members were Matthew Reiter and Désirée Schreyer (both arbitration).

Zurich Insurance Company Ltd (Zurich) invests in the Swiss start-up autoSense. Zurich will further develop autoSense's business together with Swisscom and Amag. autoSense operates a digital service portal which connects vehicles through an app and provides real-time information and services to car owners. Bär & Karrer acts as legal advisor to Zurich. The team includes Daniel Raun, Thomas U. Reutter, Sandro Fehlmann and Anna Capaul (all M&A and Corporate), Mani Reinert (Competition Law), Jonas Bornhauser (IP/IT, Data Protection), Laura Widmer (Employment) as well as Ruth Bloch-Riemer and David Trachsel (both Social Security & Pension).

Swedish Orphan Biovitrum AB, an international specialty biopharmaceutical company listed in Sweden, agreed to acquire, from Novimmune’s shareholders, a newly established company owning emapalumab and related assets, giving Sobi access to world-class R&D capabilities in the field of Immunology. The acquisition supersedes the previously announced exclusive licence agreement with Novimmune. In addition, Sobi agreed with Novimmune on options for the shared financial rights to NI-1701 and NI-1801, two product candidates in the field of immuno-oncology. The transaction value is CHF 515 million, of which CHF 400 million was previously committed in the exclusive license agreement for emapalumab. Bär & Karrer acted as legal advisor to Swedish Orphan Biovitrum AB (publ). The team included Urs Brügger, Marc Poltéra, Raphael Wyss, Eliane Albert and Michael Neumann (all M&A and Corporate), Markus Schott (Regulatory), Laura Widmer (Employment), Jonas Bornhauser (IP) as well as Mani Reinert (Competition Law).

Light Chain Bioscience AG, a Swiss biotech company, agreed to purchase all shares in NovImmune SA, a company focused on the discovery and development of antibody-based drugs for the targeted treatment of inflammatory diseases, immune related disorders and cancer. Patinex and BZ Bank are the selling majority shareholders of NovImmune. Bär & Karrer acted as legal advisor to Patinex and BZ Bank. The team included Ralph Malacrida, Faton Aliu, Tim Salz, Janine Wüst and Aranya Di Francesco (all M&A and Financing), Susanne Schreiber, Markus Mühlemann, David Weimann, Alexander Weisser and Caroline Ruggli (Tax).

Ashcroft Inc., headquartered in Stratford, CT, USA, a subsidiary of Tokyo Stock Exchange listed Nagano Keiki Co., Ltd, has announced the completion of the acquisition of Swiss-based Rüeger Holding SA (Rüeger) and Dutch-based STIKO Meetapparentenfabriek B.V. (Stiko), both manufacturers of specialty temperature and pressure measurement products, from their previous owners, Bernard and Jean-Marc Rüeger. Rüeger, a recognised leader in its field, is headquartered in Crissier, Switzerland, with locations in Germany, China and Malaysia. Stiko is based in the Netherlands. Bär & Karrer acted as Swiss legal adviser to Ashcroft in this transaction. The team included Martin Anderson, Diana Bellido Gomes, Nina Sauerwein, Arnaud Philippe (all M&A), Charles Gschwind (Real Estate), Christoph Suter (Tax) and Jonas Bornhauser (IP/IT). Holland & Knight acted as U.S. transaction counsel to Ashcroft.

On 1 April 2019, DSV A/S, Hedehusene, Denmark and Panalpina Welttransport (Holding) AG, Zurich, Switzerland, have entered into an agreement on the terms and conditions of a combination by way of a public exchange offer by DSV for all publicly held registered shares of Panalpina for approximately CHF 4.6 billion. The board of directors of Panalpina has resolved to support the public exchange offer by DSV and to recommend the acceptance of DSV's public exchange offer to its shareholders. Panalpina's three major shareholders, who in total hold approximately 70% of the share capital in Panalpina, have committed to tender their Panalpina shares into the exchange offer. Bär & Karrer is acting as Swiss counsel of DSV in connection with the public ex-change offer, while Moalem Weitemeyer Bendtsen acts as Danish counsel and Skadden Arps Slate Meagher & Flom as US and international counsel of DSV. The Bär & Karrer team includes Eric Stupp, Mariel Hoch, Fabienne Perlini, Florentin Weibel, Martin Peyer and Monika Maric (all M&A), Thomas U. Reutter and Annette Weber (both Capital Markets), Susanne Schreiber (Tax), Mani Reinert (Antitrust) and Laura Widmer (Employment).

On 2 April 2019, Lonza, a leading pharma contract manufacturing company, and Chr. Hansen, a leading global bioscience company, announced that they have signed an agreement to establish a 50/50 joint venture to pioneer the live biotherapeutic products (LBPs) industry and position themselves as the leading contract development and manufacturing partner (CDMO) for biotech and pharma customers. The joint venture brings together best-in-class, complementary capabilities and will be the first CDMO globally to provide a full supply chain that offers manufacturing of bacteria strains for therapeutic use. The joint venture will be a 50/50 controlled legal entity that will operate from its headquarters in Basel (CH) and have production facilities in Denmark and Switzerland. A phased investment of approximately EUR 90 million will be deployed over three years to build cGMP-compliant pharma production capabilities. The joint venture will upgrade existing facilities in Hørsholm (DK) and equip new facilities in Basel (CH) to serve pre-clinical to phase II projects. Further facilities for phase III and commercial manufacturing will be developed as the pipeline matures. The joint venture is expected to be largely self-funding after the production set-up has been established. Bär & Karrer acts as legal advisor to Lonza. The team includes Urs Kägi, Nadina Duss, Michael Bänziger, Matthias Tanner (all M&A/Corporate and Commercial) and Markus Wang (IP). On 2 April 2019, Lonza, a leading pharma contract manufacturing company, and Chr. Hansen, a leading global bioscience company, announced that they have signed an agreement to establish a 50/50 joint venture to pioneer the live biotherapeutic products (LBPs) industry and position themselves as the leading contract development and manufacturing partner (CDMO) for biotech and pharma customers. The joint venture brings together best-in-class, complementary capabilities and will be the first CDMO globally to provide a full supply chain that offers manufacturing of bacteria strains for therapeutic use. The joint venture will be a 50/50 controlled legal entity that will operate from its headquarters in Basel (CH) and have production facilities in Denmark and Switzerland. A phased investment of approximately EUR 90 million will be deployed over three years to build cGMP-compliant pharma production capabilities. The joint venture will upgrade existing facilities in Hørsholm (DK) and equip new facilities in Basel (CH) to serve pre-clinical to phase II projects. Further facilities for phase III and commercial manufacturing will be developed as the pipeline matures. The joint venture is expected to be largely self-funding after the production set-up has been established. Bär & Karrer acts as legal advisor to Lonza. The team includes Urs Kägi, Nadina Duss, Michael Bänziger, Matthias Tanner (all M&A/Corporate and Commercial) and Markus Wang (IP).

On 11 October 2018, the board of directors of CEVA Logistics AG announced that the Danish transport and logistic company DSV submitted a non-binding letter of interest with an indicative offer price of CHF 27.75 per CEVA share and that the board of directors of CEVA came to the conclusion that the offer was not in the best interest of the company and its shareholders. This was in particular because at that point in time, CEVA was already in discussions regarding an intensified cooperation with its main shareholder CMA CGM S.A., which shall exploit the full potential of CEVA. Thereafter, DSV non-bindingly increased its offer to CHF 30 per CEVA share, but with press release dated 23 October 2018 announced that it had withdrawn its increased offer. In the meantime, CEVA and CMA CGM deepened their discussions regarding a strategic partnership and after negotiations on 24 October 2018 entered into a transaction agreement, in which the strategic partnership is regulated and in which CMA CGM, among others, agreed to sell its freight management activities to CEVA (CC log transaction) and to offer an exit alternative in the form of a public tender offer to CEVA shareholders who prefer a short-term exist. The respective pre-announcement was published on 26 November 2018 and the offer prospectus on 28 January 2019. The offer period began to run on 12 February 2019 and will presumably end on 12 March 2019. The CC log transaction will presumably be closed in the second quarter of 2019 after the settlement of the public tender offer. Bär & Karrer advises CEVA in the defence of DSV and the transactions with CMA CGM S.A. The team of Bär & Karrer includes Dieter Dubs (Public M&A), Michael Trippel (Private M&A), Fabienne Perlini-Frehner (Public M&A), Silvio Grunder, Antonio Calvo, Arnaud Philippe, Alexander von Jeinsen, Nina Sauerwein, Diana Bellido Gomes, Valentina Eichin, Frédéric Mancosu (all Private M&A und Corporate) and Jonas Bornhauser (IP).

On 18 October 2018, Zur Rose Group AG, Europe's leading e-commerce pharmacy which is listed on SIX Swiss Exchange, announced that it is acquiring the e-commerce activities of Germany's third largest pharmacy medpex. The transaction was subject to regulatory clearances and closed on 4 January 2019. Bär & Karrer advises medpex as Swiss legal counsel, while Gütt Olk Feldhaus, Munich, acts as EU legal counsel. The Bär & Karrer team includes Mariel Hoch and Fabienne Perlini-Frehner (both M&A), Thomas U. Reutter and Daniel Raun (both Capital Markets). On 18 October 2018, Zur Rose Group AG, Europe's leading e-commerce pharmacy which is listed on SIX Swiss Exchange, announced that it is acquiring the e-commerce activities of Germany's third largest pharmacy medpex. The transaction was subject to regulatory clearances and closed on 4 January 2019. Bär & Karrer advises medpex as Swiss legal counsel, while Gütt Olk Feldhaus, Munich, acts as EU legal counsel. The Bär & Karrer team includes Mariel Hoch and Fabienne Perlini-Frehner (both M&A), Thomas U. Reutter and Daniel Raun (both Capital Markets).

Combell acquired switchplus, a company for internet presence and domain names, from SWITCH. Bär & Karrer acted as legal advisor to Combell in this transaction. The team included Christoph Neeracher, Philippe Seiler, Beda Kaufmann and Arnold Romero (all M&A), Markus Wang, Jonas Bornhauser and Gabriela Wermelinger (all IP/IT), Laura Widmer (Employment) as well as Mani Reinert (Competition Law).

EOS Group, which is part of Otto Group, has entered into an agreement on the sale of Health AG and Zahnärztekasse AG to BAWAG Group. Health and Zahnärz-tekasse are two leading dental factoring market players in Germany and Switzer-land. Bär & Karrer acted as Swiss legal advisor to Otto Group in this transaction. The team included Christoph Neeracher, Luca Jagmetti, Philippe Seiler, Raphael Eg-ger, Jonatan Riegler and Arnold Romero (all M&A), Daniel Flühmann (Regulatory) as well as Markus Wang and Jonas Bornhauser (both IP/IT). Hengeler Mueller acted as international legal advisor to Otto Group in this transaction. EOS Group, which is part of Otto Group, has entered into an agreement on the sale of Health AG and Zahnärztekasse AG to BAWAG Group. Health and Zahnärz-tekasse are two leading dental factoring market players in Germany and Switzer-land. Bär & Karrer acted as Swiss legal advisor to Otto Group in this transaction. The team included Christoph Neeracher, Luca Jagmetti, Philippe Seiler, Raphael Eg-ger, Jonatan Riegler and Arnold Romero (all M&A), Daniel Flühmann (Regulatory) as well as Markus Wang and Jonas Bornhauser (both IP/IT). Hengeler Mueller acted as international legal advisor to Otto Group in this transaction.

Maxwell Technologies, Inc. sold its subsidiary Maxwell Technologies SA to Renaissance, a Swiss investment foundation for pension funds. Maxwell Technologies SA is a world leader in the manufacturing of high voltage capacitors used to ensure safety and reliability of electrical infrastructure and other applications such as transportation, distribution and metering of high voltage energy. Bär & Karrer acted as legal advisor to Maxwell Technologies, Inc. in this transaction. The team included Christoph Neeracher, Thomas Rohde, Raphael Annasohn and Arnold Romero (all M&A), Susanne Schreiber (Tax), Ralph Malacrida and Faton Aliu (both Financing) as well as Charles Gschwind (Real Estate). Maxwell Technologies, Inc. sold its subsidiary Maxwell Technologies SA to Renaissance, a Swiss investment foundation for pension funds. Maxwell Technologies SA is a world leader in the manufacturing of high voltage capacitors used to ensure safety and reliability of electrical infrastructure and other applications such as transportation, distribution and metering of high voltage energy. Bär & Karrer acted as legal advisor to Maxwell Technologies, Inc. in this transaction. The team included Christoph Neeracher, Thomas Rohde, Raphael Annasohn and Arnold Romero (all M&A), Susanne Schreiber (Tax), Ralph Malacrida and Faton Aliu (both Financing) as well as Charles Gschwind (Real Estate).

GfK has sold four global divisions (Customer Experience, Experience Innovation, Health and Public Affairs) to Ipsos. The sale included GfK's respective businesses in 25 countries. Bär & Karrer acted as Swiss legal advisor to GfK in this transaction. The team included Christoph Neeracher, Luca Jagmetti, Raphael Annasohn and Jonatan Riegler (all M&A), Thomas Stoltz and Martina Plüss (both Corporate), Corrado Rampini and Jonas Bornhauser (both Data Protection), Laura Widmer (Employment) as well as Susanne Schreiber and Cyrill Diefenbacher (both Tax). Hengeler Müller acted as international legal advisor to GfK in the transaction.