Firm Profile > Bär & Karrer Ltd. > Zurich , Switzerland
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Bär & Karrer Ltd. > The Legal 500 Rankings
Banking and finance: Zurich Tier 1
Bär & Karrer Ltd. is best known for handling financing deals, derivative transactions and debt structuring, as well as banking M&A. Regulatory advice, enforcement proceedings and investigations are additional focus areas. Peter Hsu advised Tellco Vorsorge on its acquisition of private bank Dominick Company, while Rashid Bahar acted for HQLAx on the first live securities lending transaction via R3's Corda blockchain platform. Eric Stupp acted for Copernicus during the establishment of a Swiss holding company and application for a FINMA licence. Transaction partner Ralph Malacrida, internal investigation practice lead Andreas Länzlinger and fintech partner Daniel Flühmann are other names to note.
Capital markets Tier 1
Bär & Karrer Ltd. handles IPOs, capital transactions, equity-related matters, bond and notes issuance, as well as private placements and recapitalisation programmes. Thomas Reutter acted for syndicate banks Credit Suisse and Goldman Sachs on a combined offering worth CHF505m on the placement of shares and senior convertible bonds of Idorsia. Another highlight was its advice to the syndicate banks on Klingelnberg's CHF241m IPO. Swiss Re, Ceva Logistics and Novartis are among its other clients. M&A and finance lead Ralph Malacrida and transaction partner Rolf Watter are other core team members. Till Spillmann left for Niederer Kraft Frey AG at the beginning of 2018.
With a long-standing track record in public and private M&A and private equity transactions, as well as a sizeable corporate and regulatory team advising in all parts of Switzerland, Bär & Karrer Ltd. is one of the best known local practices. Banking M&A specialist Ralph Malacrida led advice to BZ Bank on the acquisition of United Grinding Group, while Christoph Neeracher assisted Porterhouse with its purchase of clinic group Paracelsus. Mariel Hoch and Thomas Reutter assisted Clearstream International with buying all shares in Swisscanto Funds Centre. Rolf Watter is another name to note.
The multilingual team at Bär & Karrer Ltd. has 'excellent knowledge of Swiss law', focusing on M&A, private client, intellectual property and IT disputes for a range of companies in the scientific, automotive, media and technology industries. Pierre-Yves Gunter serves as chairman in a $700m ICC arbitration proceeding concerning the Panama canal, and also co-represents the National Iranian Gas Company in a €5bn gas dispute against claimant Turkmengas. Daniel Hochstrasser in Zurich and the 'terrific' Geneva-based Saverio Lembo, who 'has excellent practical judgement', are also key partners.
Full-service firm Bär & Karrer Ltd. stands out for its 'in-depth know-how and pragmatic legal advice', as well as its 'experience in complex international cases and good relationships with other relevant entities'. The ten-partner team is best known for M&A, private client, intellectual property, IT litigation and white-collar criminal law matters. In a pending matter before the Swiss Supreme Court, Pierre-Yves Gunter and Aurélie Conrad Hari are instructed by Omea to enforce an award against the Republic of Equatorial Guinea in order to secure a payment of more than €95m, while Matthew T Reiter represented an industrial company in a successful appeal proceeding before the Zurich Superior Court concerning profit margins related to a share purchase agreement. 'Excellent outside-the-box thinker' Andreas Länzlinger acts for an insurance carrier as respondent to the insured in a proceeding regarding alleged claims under a professional indemnity insurance policy. Saverio Lembo is a key partner in Geneva.
Employment Tier 1
With a 'dedicated team for immigration issues', Bär & Karrer Ltd. 'focuses clearly on the specifics of a matter'. The practice is also experienced in employment law support during transactions, restructurings and litigation, as well as advising on executive compensation, sports employment law and general contracts. 'Competent, proactive and client-focused' department head Thomas Stoltz and counsel Laura Widmer are the key names.
Healthcare and life sciences Tier 1
Bär & Karrer Ltd. is one of the best known firms for transactions in the Swiss pharmaceutical market, while also providing regulatory, distribution, advertising, intellectual property and general contractual expertise. IP specialist Markus Wang worked on the sale of interests in client Humabs BioMed to Vir Biotechnology, while Markus Schott assisted Vyaire Medical with the regulatory aspects of its acquisition of the entirety of shares in Acutronic Medical Systems.
Bär & Karrer Ltd. in Zurich and Zug impresses with 'partner commitment, responsiveness, legal expertise in various areas and good communication'. The full-service firm is especially renowned in banking and finance, capital markets, corporate and M&A, as well as competition, dispute resolution, white-collar criminal law, insurance, private client and sports law. Key lawyers include Eric Stupp, Ralph Malacrida and Thomas Reutter, Christoph Neeracher, Peter Hsu, Tina Wüstemann, Susanne Schreiber and Michele Bernasconi.
Private client Tier 1
Bär & Karrer Ltd. is 'one of the go-to firms in Switzerland' in this space, due to its 'personal commitment, top private client lawyers, strong technical skills and good client relationships' and it has 'an excellent and highly regarded practice'. With an office in every region, the multilingual team often acts as a coordinator in international matters for entrepreneurs, family offices and high-net-worth individuals. Practice head Tina Wüstemann, who 'is bursting with inspiring energy', is well known for handling estate and succession planning, as well as estate administration and contentious trust and estate matters. Clients also recommend 'thoughtful' partner Daniel Leu, 'up-and-coming' Geneva partner Aurélie Conrad Hari, 'experienced and solution-oriented' Daniel Bader and 'great notary' Massimo Vanotti.
Public law Tier 1
The public law practice at Bär & Karrer Ltd. has considerable expertise in infrastructure matters, including pipelines, grids, telecoms networks and transport, as well as export control issues and strength in the education, healthcare, food, financial and gambling sectors. In the energy field, Phyllis Scholl assists Swissgrid, Pronovo and Foundation KEV with the outsourcing of the network surcharges execution and guarantees of origin to a subsidiary of Swissgrid. Regulatory and administrative adviser and litigator Markus Schott is another key contact.
Real estate and construction Tier 1
Bär & Karrer Ltd. handles real estate and development project transactions and sector-related capital market matters. Corrado Rampini and Thomas Reutter advised Andermatt Swiss Alps on the sale of a portfolio consisting of 25 properties to real estate joint venture Taurus Andermatt. Other clients include PSP Swiss Property and Porterhouse.
Sports law Tier 1
As 'one of the best firms in the sector', the 'highly specialised and effective sports law team' at Bär & Karrer Ltd. 'is very skilled in applying Swiss-law matters to international jurisdictions'. With a major focus on diverse sports arbitration, as well as sector-related commercial, TMT and intellectual property disputes, Michele Bernasconi is considered to be 'among the best CAS arbitrators', with 'almost incomparable knowledge and experience'. He represents Uefa in several disciplinary and media-related arbitration matters.
Tax Tier 1
The 'friendly, supportive and solution-oriented' tax team at Bär & Karrer Ltd. impresses with 'very strong technical skills', 'high availability' and 'a good client focus'. Core areas of expertise include assistance with M&A, capital markets and financing transactions, international corporate taxation, as well as tax restructuring for businesses and private clients, negotiation with authorities and tax litigation. 'Analytical and very successful' team lead Susanne Schreiber, who 'delivers tailored solutions', advised Saint-Gobain on the tripartite tax structure, including authority negotiations during the rulings, of its CHF3.2bn purchase of Sika. Co-lead Daniel Bader is 'an exceptional tax lawyer with very good commercial skills'. Christoph Suter and Paolo Bottini are the respective key contacts in Geneva and Lugano.
Banking and finance: Geneva Tier 2
Bär & Karrer Ltd. is best known for advising financial institutions on regulatory and compliance issues, internal restructurings and financings, as well as during enforcement proceedings, white-collar criminal law matters and investigations. Rashid Bahar assisted Forte Securities with obtaining a licence from FINMA related to the opening of a representative office in Switzerland. Team lead Cédric Chapuis, financing transaction partner Martin Anderson and financial products lawyer Frédéric Bétrisey are the names to note.
Competition Tier 2
Bär & Karrer Ltd.'s multi-lingual competition team is especially renowned for its assistance during cartel and abuse-of-dominance investigations launched by the competition commission. It further covers merger control proceedings and antitrust matters. Key partner Mani Reinert led on the competition advice to Summer Capital during its acquisition of Swiss Education Group, and also assisted Saint-Gobain with merger control questions concerning its combination with Sika.
Bär & Karrer Ltd. is best known for applying its corporate and transactional experience to out-of-court restructurings, as well as assisting clients from the financial sector with recovery and resolution planning, regulatory intervention and insolvency proceedings. In recent work, Cédric Chapuis is advising Standard Chartered Bank on the voluntary liquidation and wind-down of its Swiss private banking subsidiary, and is also chairing the creditors' commission in Banque Privée Espírito Santo's liquidation. Insolvency specialist Thomas Rohde and transactions partner Ralph Malacrida jointly head the practice.
Insurance Tier 2
The 'highly experienced and knowledgeable practice group' at Bär & Karrer Ltd. has 'in-depth, practical expertise in insurance regulation matters and FINMA's supervisory standards'. Tied into the banking, life sciences and dispute resolution departments, the nine-partner team counts Allianz Suisse Versicherungs-Gesellschaft, Chubb Insurance and AON Schweiz among its clients. 'Highly knowledgeable, supportive and responsive' lead Peter Hsu advised Goldman Sachs and Credit Suisse on a transaction involving Swiss Export Risk Insurance guaranteeing the financing of a Brazilian power plant through a $1bn bond issuance. 'Outstanding, high-calibre lawyer' Roland Truffer assisted Swiss Re with the re-domiciliation of Swiss Re Asia from Zurich to Singapore.
Intellectual property Tier 2
Bär & Karrer Ltd. is well known for handling IP matters in connection with M&A and capital markets transactions for clients in the technology, life sciences, pharmaceutical and consumer goods industries, while also representing clients in licensing arbitration, patent litigation and rights disputes involving artists and event organisers. Markus Wang acts for a licensor from the sports equipment industry in several injunction proceedings against the licensee concerning the upcoming termination of their relationship.
Bär & Karrer Ltd.'s team impresses with its 'straight-to-the-point advice, great availability and efficiency'. Its practice groups are uniquely strong in handling transactions, as well as banking, regulatory, dispute resolution and white-collar criminal law matters. Cédric Chapuis, Saverio Lembo, Pierre-Yves Gunter and 'skilled arbitrator' Alexandra Johnson are the names to note. The Geneva office was further bolstered by the arrivals of Martin Anderson and Frederic Betrisey from Baker McKenzie.
TMT Tier 2
'Highly professional and responsive firm' Bär & Karrer Ltd. 'is the go-to firm for international companies', 'providing the perfect mix of extraordinary legal skills, deep industry knowledge, proactivity and kind personal treatment'. Its range of TMT services includes M&A transactions and joint ventures, software contracts and IT outsourcing projects, regulatory telecoms law, as well as intellectual property, commercial, tax and estate planning assistance for artists in the media and entertainment sector. 'Readily available, business-minded and technically excellent' Markus Wang handled the software and intellectual property aspects of the client's (an affiliate of Warburg Pincus) acquisition of a stake in Avaloq. 'Leading lawyer' Michele Bernasconi, who is 'a smart strategist' and 'makes a practical and straightforward approach to legal problems', serves as a regular adviser to Hotels.com, Expedia.com and Facebook on regulatory and compliance issues.
Transport Tier 3
The transport department at Bär & Karrer Ltd. covers finance, M&A, regulatory, employment, competition, data protection and contentious matters from the aviation, maritime, road and rail sectors. M&A specialist Christoph Neeracher acted for Matternet in negotiations with Swiss Post concerning the provision of unmanned aerial systems for drone delivery. Corporate and commercial partner Luca Jagmetti heads the practice.
Bär & Karrer Ltd. > Firm Profile
Bär & Karrer is a renowned Swiss law firm with more than 170 lawyers in Zurich, Geneva, Lugano and Zug.
Our core business is advising our clients on innovative and complex transactions and representing them in litigation, arbitration and regulatory proceedings. Our clients range from multinational corporations to private individuals in Switzerland and around the world.
Most of our work has an international component. We have broad experience handling cross-border proceedings and transactions. Our extensive network consists of correspondent law firms which are all market leaders in their jurisdictions.
Bär & Karrer was repeatedly awarded Switzerland Law Firm of the Year by the most important international legal ranking agencies in recent years.
2019 STEP Award (“International Legal Team of the Year”)
2019 Citywealth Magic Circle Award (“Law Firm of the Year – Switzerland”)
2019, 2015 and 2014 IFLR Award
2019 IFLR Debt and equity-linked Deal of the Year
2019, 2018, 2016, 2015 and 2014 Mergermarket European M&A Award (“Legal Adviser of the Year”)
2018 IFLR M&A Deal of the Year
2018 Best in Trusts & Estates by Euromoney LMG
2018, 2017 Trophées du Droit Silver
2016, 2013 and 2012 Chambers Award
2016, 2015 and 2014 Legal 500 (“most recommended law firm in Switzerland”)
2016 Trophées du Droit Gold
2015, 2014, 2013, 2011, 2010 The Lawyer European Award
2015 Citywealth Magic Circle Award (“Law firm of the Year – EMEA”)
2014 Citywealth International Financial Centre Award
|Arbitration||Daniel Hochstrasserfirstname.lastname@example.org||+41 58 261 50 00|
|Arbitration||Pierre-Yves Gunteremail@example.com||+41 58 261 57 00|
|Banking and insurance||Eric Stuppfirstname.lastname@example.org||+41 58 261 50 00|
|Banking and insurance||Peter Hsuemail@example.com||+41 58 261 53 94|
|Banking and insurance||Cédric Chapuisfirstname.lastname@example.org||+41 58 261 57 00|
|Banking and insurance||Rashid Baharemail@example.com||+41 58 261 53 92|
|Banking and insurance||Daniel Flühmannfirstname.lastname@example.org||+41 58 261 56 08|
|Capital markets||Thomas U. Reutteremail@example.com||+41 58 261 52 84|
|Competition law||Mani Reinertfirstname.lastname@example.org||+41 58 261 52 88|
|Corporate and commercial||Michael Trippelemail@example.com||+41 58 261 50 00|
|Corporate and commercial||Urs Kägifirstname.lastname@example.org||+41 58 261 56 13|
|Corporate governance||Rolf Watteremail@example.com||+41 58 261 50 00|
|Data protection||Corrado Rampinifirstname.lastname@example.org||+41 58 261 52 83|
|Employment||Thomas Stoltzemail@example.com||+41 58 261 59 00|
|Energy and natural resources||Markus Schottfirstname.lastname@example.org||+41 58 261 54 77|
|Financing||Ralph Malacridaemail@example.com||+41 58 261 50 00|
|Financing||Frédéric Bétriseyfirstname.lastname@example.org||+41 58 261 57 00|
|Fintech||Eric Stuppemail@example.com||+41 58 261 50 00|
|Fintech||Daniel Flühmannfirstname.lastname@example.org||+41 58 261 56 08|
|Funds, financial products and asset management||Rashid Baharemail@example.com||+41 58 261 53 92|
|Internal investigation||Andreas Länzlingerfirstname.lastname@example.org||+41 58 261 50 00|
|Internal investigation||Eric Stuppemail@example.com||+41 58 261 50 00|
|IP and technology||Markus Wangfirstname.lastname@example.org||+41 58 261 55 10|
|Life sciences||Markus Wangemail@example.com||+41 58 261 55 10|
|Life sciences||Markus Schottfirstname.lastname@example.org||+41 58 261 54 77|
|Listed companies||Dieter Dubsemail@example.com||+41 58 261 50 00|
|Litigation||Matthew T. Reiterfirstname.lastname@example.org||+41 58 261 50 00|
|Media, entertainment and sports||Michele Bernasconiemail@example.com||+41 58 261 50 00|
|Mergers and acquisitions||Rolf Watterfirstname.lastname@example.org||+41 58 261 50 00|
|Mergers and acquisitions||Christoph Neeracheremail@example.com||+41 58 261 52 64|
|Mergers and acquisitions||Mariel Hochfirstname.lastname@example.org||+41 58 261 55 99|
|Mergers and acquisitions||Dieter Dubsemail@example.com||+41 58 261 50 00|
|Mergers and acquisitions||Ralph Malacridafirstname.lastname@example.org||+41 58 261 50 00|
|Mergers and acquisitions||Martin Andersonemail@example.com||+41 58 261 57 00|
|Mergers and acquisitions||Paolo Bottinifirstname.lastname@example.org||+41 58 261 58 00|
|Notarial services||Thomas Stoltzemail@example.com||+41 58 261 59 00|
|Private clients||Tina Wüstemannfirstname.lastname@example.org||+41 58 261 50 00|
|Real estate||Corrado Rampiniemail@example.com||+41 58 261 52 83|
|Reorganisation and insolvency||Thomas Rhodefirstname.lastname@example.org||+41 58 261 52 31|
|Startup Desk||Christoph Neeracheremail@example.com||+41 58 261 52 64|
|Startup Desk||Raphael Annasohnfirstname.lastname@example.org||+41 58 261 52 65|
|Tax||Daniel Baderemail@example.com||+41 58 261 54 32|
|Tax||Susanne Schreiberfirstname.lastname@example.org||+41 58 261 52 12|
|Transport and logistics||Luca Jagmettiemail@example.com||+41 58 261 52 62|
|White-collar crime||Saverio Lembofirstname.lastname@example.org||+41 58 261 57 00|
|Mr Martin Anderson||View Profile|
|Mr Raphael Annasohn||View Profile|
|Mr Gianpaolo Arrigoni||View Profile|
|Dr Andreas Bär||View Profile|
|Mr Frédéric Bétrisey||View Profile|
|Mr Daniel Bader||View Profile|
|Prof Dr Rashid Bahar||View Profile|
|Ms Marie-Christine Balzan||View Profile|
|Mr Michele Bernasconi||View Profile|
|Dr Ruth Bloch-Riemer||View Profile|
|Mr Paolo Bottini||View Profile|
|Mr Urs Brügger||View Profile|
|Dr Cédric Chapuis||View Profile|
|Ms Aurélie Conrad Hari||View Profile|
|Dr Dieter Dubs||View Profile|
|Dr Daniel Flühmann||View Profile|
|Mr Andrea Gamba||View Profile|
|Prof Dr Andrew M. Garbarski||View Profile|
|Mr Pierre-Yves Gunter||View Profile|
|Dr Mariel Hoch||View Profile|
|Mr Daniel Hochstrasser||View Profile|
|Dr Peter Hsu||View Profile|
|Dr Luca Jagmetti||View Profile|
|Mrs Nadja Jaisli Kull||View Profile|
|Dr Cesare Jermini||View Profile|
|Ms Alexandra C. Johnson||View Profile|
|Ms Anne Valérie Julen Berthod||View Profile|
|Dr Urs Kägi||View Profile|
|Dr Andreas D Länzlinger||View Profile|
|Dr Daniel U. Lehmann||View Profile|
|Mr Saverio Lembo||View Profile|
|Dr Daniel Leu||View Profile|
|Dr Ralph Malacrida||View Profile|
|Dr Christoph Neeracher||View Profile|
|Prof Dr Andrea Opel||View Profile|
|Dr Corrado Rampini||View Profile|
|Mr Daniel Raun||View Profile|
|Dr Mani Reinert||View Profile|
|Mr Matthew T Reiter||View Profile|
|Dr Thomas U Reutter||View Profile|
|Mr Lukas Roesler||View Profile|
|Mr Thomas Rohde||View Profile|
|Prof Dr Markus Schott||View Profile|
|Ms Susanne Schreiber||View Profile|
|Dr Philippe Seiler||View Profile|
|Mr Thomas Stoltz||View Profile|
|Mr Eric Stupp||View Profile|
|Mr Christoph Suter||View Profile|
|Mr Michael Trippel||View Profile|
|Mr Roland Truffer||View Profile|
|Mr Massimo Vanotti||View Profile|
|Ms Tina Wüstemann||View Profile|
|Dr Markus Wang||View Profile|
|Prof Dr Rolf Watter||View Profile|
|Ms Laura Widmer||View Profile|
Staff FiguresNumber of lawyers : 170+
LanguagesEnglish French German Italian Spanish
BANKING AND FINANCE: GENEVA
Bär & Karrer has an established practice advising banks, securities dealers, insurance and reinsurance companies, and other financial institutions in Switzerland and around the world.
We represent financial institutions, issuers, investors, and other market participants in enforcement proceedings of the Swiss Financial Market Supervisory Authority FINMA.
BANKING AND FINANCE: ZURICH
Bär & Karrer has an established practice advising banks, securities dealers, insurance and reinsurance companies, and other financial institutions in Switzerland and around the world.
We represent financial institutions, issuers, investors, and other market participants in enforcement proceedings of the Swiss Financial Market Supervisory Authority FINMA.
The Specken Drumag group has been sold by its owner to Halder Beteiligungsberatung GmbH, an independent German investment company. The Specken Drumag group has more than 100 years of experience as a developer and producer of systems and solutions in the pneumatics, hydropneumatics, hydraulics and proportional technology sector and is present in Switzerland, Germany and Lithuania.
At this year's Mergermarket European Awards Ceremony on 6 December 2018 in London, Bär & Karrer has been awarded as the "Switzerland M&A Legal Adviser of the Year 2018".
Mergermarket, an independent mergers and acquisitions intelligence and data service, honors the work of leading law firms and financial advisers across Europe every year. The selection is based on a comprehensive analysis of transaction data from the Mergermarket's M&A deals database with consideration of key criteria such as complexity, structure as well as groundbreaking and strategic nature of the deals. The judging panel including leading European M&A practitioners chose Bär & Karrer already for the fourth time from among six shortlisted law firms that were particularly active in the Swiss M&A market in 2018.
The owners of Astes4 SA, a company based in Balerna, Switzerland, which is engaged in development, production and sales of patented automated sorting solutions for sheet metal laser processing machines, sold their interests in the company to Mitsubishi Electric Corporation. Mitsubishi Electric is active in the manufacture, marketing and sales of electrical and electronic equipment used in information processing and communications, space development and satellite communications, consumer electronics, industrial technology, energy, transportation and building equipment. By acquiring Astes4, Mitsubishi Electric will further strengthen its lineup of automation systems together with sorting solutions for sheet metal laser processing machines to provide its valued customers with integrated solutions that require less manual loading, unloading and sorting to realize higher productivity and efficiency.
Bär & Karrer acted as legal advisor of the Sellers of Astes4 SA in this transaction. The team included Paolo Bottini and Edoardo Buzzi (both M&A).
On 23 July 2018, Constellium Valais SA, a company of the Constellium group engaged in the aluminium plate and extrusions businesses for industry, aerospace and transportation applications, successfully completed the sale of its aluminium rolling business assets in Sierre, Switzerland, to Novelis Switzerland SA for EUR 200 million. The assets, consisting of real estate, machinery and equipment, were previously leased by Constellium Valais to Novelis Switzerland and both parties will continue to operate in Sierre following the transaction. Concurrently with the asset sale, Constellium Valais contributed the Sierre site's shared infrastructure to a newly established 50-50 joint venture with Novelis Switzerland.
Bär & Karrer acted as legal advisor to Constellium Valais in this transaction. The team included Peter Hsu, Daniel Flühmann, Thomas Rohde, Urs Kägi, Daniel Küpfer, Marcel Züger, Annina Hammer, Tiffany Ender and Matthias Tanner (all Corporate), Corrado Rampini, Charles Gschwind and Grégory Pauli (all Real Estate), Mani Reinert (Competition), Laura Widmer (Employment), Ruth Bloch-Riemer (Pension), Raima Sherifoska (Notarial Services) as well as Nadja Jaisli Kull and Kaspar Projer.
On 20 June 2018, the Cantonal Bank of Basel, which already holds 77.52% of the share capital and the voting rights of Bank Cler Ltd., published the preannouncement for a public tender offer for all publicly held bearer shares of Bank Cler, which is listed on the SIX Swiss Exchange. Subsequently, Bank Cler concluded a transaction agreement with the Cantonal Bank of Basel regarding the public tender offer. The Cantonal Bank of Basel offers CHF 52 per share of Bank Cler. Taking into consideration the results of the Fairness Opinion of an independent Expert, the board of directors of Bank Cler recommends to its shareholders to accept the offer.
Bär & Karrer advises Bank Cler in connection with this transaction. The team of Bär & Karrer includes Urs Brügger, Dieter Dubs, Fabienne Perlini and Marc Poltéra (all M&A).
On 11 May 2016, the French tax authorities requested administrative assistance from the Swiss Federal Tax Administration. The request was made based on lists containing several thousand UBS Switzerland AG account numbers which are or were held by persons presumed to be French residents for tax purposes. The French tax authorities were asking for Switzerland to provide names and dates of birth of the persons connected to the accounts as well as the account balances. UBS Switzerland AG (which the Federal Administrative Court ("FAC") had granted party status in its judgment A-4974/2016 of 25 October 2016) and private individuals directly affected lodged appeals with the FAC against the Federal Tax Administration’s final decisions, which were issued on 9 February 2018.
With its judgment A-1488/2018 of 30 July 2018 the FAC has now ruled on UBS Switzerland AG’s appeal and has concluded that one of the conditions has not been met in this case, namely the prerequisite that the request for administrative assistance must deliver grounds for assuming that the taxpayers involved have failed to comply with their tax obligations; the Court holds that simply having an account in Switzerland is not sufficient. The explanations delivered by the French authorities were insufficient.
The Federal Administrative Court affirms the appeal to the extent as it declares it admissible. The judgement can be appealed before the Swiss Federal Court within the restrictions of Art. 84a of the Swiss Federal Supreme Court Act of 17 June 2005 (i.e. if the legal question at stake is of fundamental importance or if the case is particularly significant for other reasons).
Bär & Karrer successfully represented UBS Switzerland AG before the Federal Administrative Court. The team included Andreas Länzlinger and Roman Huber (both Litigation).
E. Schubiger & Cie. AG sold its weaving mill site in Uznach, Switzerland to Fortimo Group AG. The development project that will be realized in and around the historic factory building comprises 130 rental and condominium apartments, 6,000 sqm of office and retail area and as well as 280 parking spaces.
Bär & Karrer advised E. Schubiger & Cie. as seller in this transaction. The team included Corrado Rampini and Oliver Rüdlinger (both real estate).
BZ Bank Aktiengesellschaft, through its acquisition company LEMRO AG, purchased the United Grinding Group from Körber Beteiligungen GmbH. The United Grinding Group is one of the world's leading suppliers of precision grinding machines.
PSP Swiss Property sold a commercial property in Petit-Lancy, Geneva. The property at the Av. des Morgines 8/10 (approx. 14'000 m2 of rentable space) was sold for CHF 55 million to an affiliate company of Epic Suisse AG.
Idorsia Ltd successfully placed 11,912,000 new shares by way of an accelerated bookbuilding in a private placement with institutional investors. The placed shares are sourced from the company's existing authorized share capital and the pre-emptive rights of the existing shareholders have been excluded. The offer price was set at CHF 25.62 per share. Additionally, Idorsia successfully placed CHF 200 million of senior unsecured convertible bonds due 2024 in a private placement with institutional investors.
Vontobel Holding AG successfully completed the placement of CHF 450 million perpetual additional tier 1 subordinated bonds. The additional tier 1 subordinated bonds were issued at 100% of their nominal amount with an interest of 2.625% until 2023. The proceeds of this capital market transaction will be mainly used to finance the acquisition of Notenstein La Roche Private Bank.
Swiss Re Ltd (Swiss Re) has completed an offering of USD 500 million, 6-year senior exchangeable notes, which may be stock settled at the option of Swiss Re or may be exchanged at the option of noteholders for registered shares of Swiss Re, unless Swiss Re elects to settle the exchange of notes in cash. Swiss Re has purchased call options on its own shares, which allow it to settle an exchange by noteholders without issuing new shares.
Klingelnberg Ltd, a global leader in developing and manufacturing premium machine tools for bevel gear and cylindrical gear machining and precision measuring centers for gears, successfully priced its IPO and listed its shares on the SIX Swiss Exchange. Trading in the shares started on 20 June 2018. The shares of Klingelnberg were priced at CHF 53 per share, near the upper end of the price range, corresponding to a base offer of CHF 241 million. The offer price implies a market capitalization of approx. CHF 470 million leading to a free float of 56.6% (assuming full exercise of the over-allotment option), whereas the remaining 43.4% remain with the Klingelnberg family as anchor shareholder.
Summer Capital, an Asia based investment management company, has acquired, by means of an affiliate, all shares of Swiss Education Group Holding AG, the holding company of the SEG group, a leading hospitality management education group that operates several schools in Switzerland.
The software company SAP bought all shares of Coresystems FSM AG. Coresystems FSM develops and runs workforce-management software based on a Crowd Service platform which uses artificial intelligence and allows finding available field-service technicians in real time.
Bär & Karrer is pleased to announce that it further strengthens its M&A and banking practice with new partners Martin Anderson and Frédéric Bétrisey. They will join the firm with their team of associates as of 1 August 2018.
XO Holding AG sold Priora FM SA, a leading Swiss facility management company, to ENGIE Energy Services International S.A., a subsidiary of ENGIE SA, which is listed on the Euronext exchange in Paris and Brussels.
Bär & Karrer acted as legal advisor to XO Holding. The team included Ralph Malacrida, Faton Aliu (both M&A), Mani Reinert (Competition), and Daniel Lehmann (Tax).
Andermatt Swiss Alps Ltd has successfully completed a transaction comprising a real estate portfolio sale to Taurus Andermatt Ltd, a newly established real estate joint venture. The portfolio consists of 25 properties located in the Holiday Village Andermatt Reuss in Andermatt (Switzerland). Andermatt Swiss Alps will participate in future sales profits exceeding the list price of the properties.
Polyphor Ltd, a clinical-stage biopharmaceutical company focused on the discovery and development of innovative antibiotics and other specialty pharma products, successfully priced its IPO and listed its shares on the SIX Swiss Exchange. Trading in the shares started on 15 May 2018. The shares were priced at the upper end of the price range, resulting in gross proceeds of CHF 165 million. The IPO of Polyphor is considered the largest biotech IPO in Switzerland in over 10 years and one of the top three in Europe within the last three years in terms of proceeds raised by an issuer in order to finance the development of its pipeline.
This morning, Sika and Saint-Gobain have announced the signing of agreements which terminates all disputes around the purchase by Saint-Gobain of a controlling stake in Sika dated 5 December 2014.
Vyaire Medical, Inc., a global leader in respiratory care, completed the acquisition of all shares in imtmedical AG, a Swiss company, which is a developer, manufacturer and distributor of mechanical ventilation products.
CEVA Logistics, one of the world's leading third-party logistics companies, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 4 May 2018. With a market capitalization of CHF 1.6 billion and generating gross proceeds of CHF 821 million, this is so far considered as the largest IPO on the SIX Swiss Exchange for 2018. In addition, CMA CGM, the third largest container shipping group in the world, has committed to make a strategic cornerstone investment in CEVA Logistics by purchasing CHF 379 million of mandatory convertible securities which will convert into shares of CEVA Logistics once certain regulatory approvals have been obtained. Simultaneously with the IPO, CEVA Holdings, the former holding company of the CEVA group, migrated from the Marshall Islands to Switzerland by way of a cross-border merger with CEVA Logistic as the surviving company.
Centrais Elétricas de Sergipe S.A. (CELSE) has successfully issued bonds for approx. USD 1 billion equivalent in local currency at a fixed, long-term rate in international capital markets. The innovative bond issue is guaranteed by the Swiss Export Risk Insurance (SERV), the export credit agency of Switzerland. The bonds are part of a financial package to finance the development, design, construction, operation and maintenance of a thermoelectric power plant by CELSE in the state of Sergipe in the northeast region of Brazil. Besides the bond issue for approx. USD 1 billion, the transaction includes a USD 200 million loan from the International Finance Corporation and a financial package of the Inter-American Development Bank in the amount of approx. USD 300 million. Once operational expected for in 2020, CELSE will sell electricity to 26 distribution companies in Brazil, becoming the largest and most efficient thermoelectric plant in Latin America and the Caribbean.
On 21 September 2017, an extraordinary shareholders' meeting of the SIX Swiss Exchange listed lastminute.com N.V. authorized the board of directors to repurchase up to 33 1/3% of the company's share capital by means of a partial self-tender offer. The resolution adopted under Dutch law contained detailed information, among others regarding the period for which the authorization is granted, the manner in which the shares are repurchased and the price range within which the offer price must be set.
Vyaire Medical, Inc., a global leader in respiratory care, acquired all shares in the Acutronic Medical Systems group, a Switzerland and Germany-based leader in the design and manufacture of neonatal ventilation equipment.
Porterhouse Group AG, a family owned investment holding company based in Lucerne, has been accepted by the creditors’ committee to acquire the clinic group Paracelsus. The clinic group Paracelsus is a private hospital operator with 40 facilities in 22 locations. Completion is subject to the approval of the insolvency plans by the creditors’ committees and merger control approval by the German Federal Cartel Office.
Clearstream International S.A., a subsidiary of Deutsche Börse, acquired all shares in the London based Swisscanto Funds Centre Limited. The deal allows Clearstream to expand its services in the funds space with the management of distribution contracts and data processing. The purchase agreement was signed on 23 April 2018. The transaction is expected to close within the third quarter of 2018, subject to approval of the relevant authorities.
Bär & Karrer was awarded "M&A deal of the year" on the IFLR European Awards in London last night.
Based on a comprehensive analysis, Bär & Karrer received the award for the M&A Deal of the Year for the merger of ChemChina and Syngenta. The deal is considered as one of the largest all cash transactions ever. Bär & Karrer acted in this transaction as adviser to Syngenta. The team was led by Rolf Watter, Partner and Head of Mergers & Acquisitions.
Copernicus Group is a financial service provider in the canton Ticino for institutional and private UHNWI clients, offering also family office and wealth planning services. The group consists of Copernicus Asset Management SA and Copernicus Wealth Management and Services SA. On 20 March 2018, Copernicus Asset Management started operating as a fully licensed Swiss asset manager of collective investment schemes.
On 3 April 2018, Allianz Suisse Versicherungs-Gesellschaft AG has acquired all shares in DAS Rechtsschutz-Versicherungs-AG. Through this acquisition Allianz Swiss becomes one of the largest providers of legal protection insurance in the Swiss market.
XO Holding AG sold Priora AG, a leading Swiss project developer and general / total contractor (GC/TC), to Eiffage Construction SA, a French company forming part of the Euronext listed Eiffage group.
The Danish private equity company Axcel has acquired all shares in Invima AB, a Swedish corporation, with its subsidiaries including two Swiss subsidiaries. Under the IsaDora brand, Invima AB is one of the Nordic region's leading manufacturers and distributors of cosmetics, with sales in approximately 5,000 stores in forty different countries. The seller Ingvar Vigstrand with family will remain as a minority owner in the new group.
Bär & Karrer is pleased to announce Prof. Dr. Andrea Opel as a new counsel to the firm. She joined the tax team in Zurich on 1 March 2018.
Andrea Opel studied Law at the University of Basel and then worked as academic assistant before completing her doctorate in 2008. She habilitated in 2015 at the University of Basel. Besides her counsel role at Bär & Karrer, Andrea Opel continues to act as professor for tax law at the University of Lucerne. She is a member of the board of the Institute of Business Law at University of Lucerne as well as a member of the Swiss Association of Tax Law Professors.
Orior AG successfully placed 592,499 new shares by way of an accelerated bookbuilding in a private placement with institutional investors. The placed shares are sourced from the company's existing authorized share capital and the pre-emptive rights of the existing shareholders have been excluded.
On 1 March 2018, financial technology innovator HQLAx together with Credit Suisse and ING completed the first live securities lending transaction using R3's Corda blockchain platform. The transaction included a basket swap between Credit Suisse and ING of value EUR 25 million using the HQLAx Corda-based collateral lending application. During the transaction, Credit Suisse and ING transferred legal ownership of Dutch and German government securities on the platform using HQLAx Digital Collateral Records (DCRs) while the underlying securities remained static.
Novartis Finance S.A. completed the placement of EUR 750,000,000 Guaranteed Notes due 2023, EUR 750,000,000 Guaranteed Notes due 2030 and EUR 750,000,000 Guaranteed Notes due 2038. The 2023 Notes were issued at 99.655% of their principal amount with an interest of 0.500% and will mature on 14 August 2023 at their nominal value. The 2030 Notes were issued at 99.957% of their principal amount with an interest of 1.375% and will mature on 14 August 2030. The 2038 Notes were issued at 99.217% of their principal amount with an interest of 1.700% and will mature on 14 August 2038. The Notes are guaranteed by Novartis AG. They have been provisionally admitted to trading at the SIX Swiss Exchange and are expected to be listed there as well.
EGS Beteiligungen AG (EGSB) has acquired all shares in Bauwerk Boen AG held by ZM Opportunity II L.P. (a fund advised by Patrimonium Private Equity) and is thus majority shareholder of the company. The Bauwerk Boen Group is a leading manufacturer of premium parquet flooring.
Tamedia AG announces an all cash public tender offer for all publicly held shares of Goldbach Group AG listed on the SIX Swiss Exchange. Tamedia offers CHF 35.50 per share of Goldbach Group, representing a transaction amount of around CHF 216 million. The board of directors of Goldbach Group recommends to its shareholders to accept the offer.>
On 30 November 2017, AON Schweiz AG, a leading global service provider for risk management, insurance and reinsurance brokers as well as adviser on human resources, has acquired 100% of the shareholding in Unidelta AG, an all-branch insurance broker based in Rapperswil, Switzerland. Unidelta is specialized in risk management and has particular designed services in personal injury management.
The owners of AWK Group AG sold the company to Deutsche Private Equity GmbH, an independent German investment company. AWK Group is one of the largest independent Swiss consulting firms for information technology and digitalization.
Valora Holding AG completed a capital increase raising net proceeds of approximately CHF 166 million. The capital increase was executed as an "at market" rights offering. The offer price for the new shares was determined following a bookbuilding process for the shares not taken up by existing shareholders. Valora will use the proceeds from the capital increase to refinance its recent acquisition of BackWerk, to finance the expansion of production capacities, to refinance existing capital market instruments and for general corporate purposes. Credit Suisse and J.P. Morgan acted as Joint Global Coordinators and Joint Bookrunners.
KKR, a leading global investment firm, together with other investors, has closed an investment to increase its minority stake in GetYourGuide AG. GetYourGuide is the world's largest online platform for tours, activities and attractions and offers over 31,000 activities in nearly 7,300 destinations.
On 29 August 2017, Talbot Holding AG, an entity controlled by investment company Actium AG, launched an all cash public tender offer for all listed shares in ImmoMentum AG, a Swiss real estate company listed on BX Berne eXchange invested primarily in residential real estate. With the satisfaction of all offer conditions, the offer was successfully settled on 10 November 2017. As a result, Talbot Holding holds 99.67% of the voting rights and share capital of ImmoMentum.
On 3 October 2017, Dr. Thomas Muhr and Muhr und Bender KG sold their entire stake in Feintool International Holding AG (Feintool) amounting to 616,500 shares of Feintool corresponding to 13.81% of the total share capital of Feintool. The shares were sold to institutional investors through an accelerated bookbuilding process led by Bank Berenberg.
Orior AG successfully completed the placement of its CHF 110 million inaugural bond issue. The bonds carry a coupon of 0.625% and will mature on 26 September 2023 at par. They have been provisionally admitted to trading at the SIX Swiss Exchange and are expected to be listed there as well. The issue was lead-managed by UBS AG and Zürcher Kantonalbank.
Valora has signed an agreement to acquire BackWerk from Swedish financial investor EQT. BackWerk is a German-based food service company with over 340 locations mainly in Germany, Austria and the Netherlands. Completion is subject to merger control approval.
Temasek Holdings (Private) Limited, an investment company based in Singapore, sold its stake in Dufr
Temasek Holdings (Private) Limited, an investment company based in Singapore, sold its stake in Dufry AG through its indirect wholly owned subsidiary to the HNA Group.
Bär & Karrer acted as legal advisor to Temasek. The team included Thomas U. Reutter, Roland Truffer, Annette Weber and Rebecca Schori (all M&A).
The global power leader Cummins Inc. announced that it successfully completed the formation of a joint venture with the power management company Eaton, concerning the design, manufacture, sale and support of automated transmissions for heavy-duty and medium-duty commercial vehicles (named Eaton Cummins Automated Transmission Technologies). As part of the transaction, the Swiss company Eaton Cummins Automated Transmission Technologies Sàrl was formed earlier this year and Cummins acquired a 50% participation on 31 July 2017.
Colosseum Dental Group, a fully owned portfolio company of Jacobs Holding AG, has acquired 70% of OdontoSalute, an Italian dental clinics group providing dental treatments of any kind through a national network. Colosseum is a leading provider of private dental care in the Scandinavian area, which is now operating in more than 150 clinics in Norway, Sweden, UK, Switzerland, Italy and Denmark and aiming at building a leading pan-European dentistry group. With this acquisition, Colosseum further expands into continental Europe and becomes one of the leading dentistry clinic operators in Italy.
The owners of Rotronic AG, which develops and manufactures measuring technologies, sold the company to funds managed by Battery Ventures.
Bär & Karrer acted as legal adviser to the sellers in this transaction. The team included Christoph Neeracher, Thomas Rohde, Philippe Seiler, Yves Suter and Sarah Nyfeler (all M&A), Susanne Schreiber and Cyrill Diefenbacher (both tax) as well as Corrado Rampini and Charles Gschwind (both real estate).
On 13 June 2017, CliniHolding S.à r.l. (CliniSciences) acquired the entire stake in BIOTREND Chemicals AG (BIOTREND) from its founders. BIOTREND is a leading distributor of high-quality reagents and biochemicals for the life science research community in Switzerland, Germany and USA.
Banque Cantonale de Genève successfully completed the placement of CHF 90 million perpetual additional tier 1 subordinated bonds and CHF 110 million tier 2 subordinated bonds due 2027. The additional tier 1 subordinated bonds were issued at 100% of their nominal amount with an interest of 2.00%. The tier 2 subordinated bonds were issued at 100.024% of their nominal amount with an interest of 1.125% and will mature on 28 June 2027 at their nominal amount. Both bonds have been provisionally admitted to trading at the SIX Swiss Exchange and are expected to be listed there as well. UBS AG, Zürcher Kantonalbank and Banque Cantonale de Genève acted as Joint Lead Managers.
Bär & Karrer is pleased to announce that partner Tina Wüstemann, who heads the private clients team, won the title 'Best in trusts & estates' at the Europe Women in Business Law Awards ceremony on 15 June 2017 in London. This is the second time Tina Wüstemann wins this award. In addition, partner and dispute resolution specialist Nadja Jaisli Kull was shortlisted as 'Rising Star Litigation'.
Groupe Acrotec SA, a high precision manufacturer of small components and specialised service provider for the watchmaking and industrial sectors, has completed the placement of CHF 70 million 3.75% bonds due 2023. The bonds were issued at 100% of their principal amount and, unless previously redeemed or repurchased and cancelled, will mature on 14 June 2023 at 100% of their principal amount. The bonds are guaranteed by a number of subsidiaries of the issuer, among them Finacrotec SA, which as substitute guarantor fulfills certain requirements under the listing rules of SIX Swiss Exchange in the place of the issuer. Credit Suisse AG acted as Lead Manager and Bookrunner.
Through a series of transactions which were completed for the most part in early June, UBS AG and other UBS group companies transferred group shared services functions, which are mainly based in Switzerland, in the UK and the US, to UBS Business Solutions AG and other related service companies. UBS Business Solutions AG now operates as the group service company of UBS and is a wholly owned subsidiary of UBS Group AG. The implementation of UBS Business Solutions AG enables UBS to maintain operational continuity of critical services should a recovery or resolution occur. It represents an important step towards improved resolvability, and is in line with global guidance defined by the Financial Stability Board.
On 22 May 2017, SIX Swiss Exchange (SIX) listed Clariant AG and Huntsman Corporation, which is listed on the New York Stock Exchange (NYSE), announced that their Boards of Directors approved a definite agreement to combine in a cross-border merger of equals through an all-stock transaction. The combination of both companies will create a leading global specialty chemical company with a combined enterprise value of approximately USD 20 billion at announcement.
Bär & Karrer announces that Christoph Suter has been elected as partner to lead the tax practice in Geneva as of 1 October 2017.
Bär & Karrer successfully defends the interests of its long standing client EnBW Energie Baden-Württemberg AG in a CHF 1 billion ad hoc-arbitration proceeding in Zurich instituted by a German entrepreneur four years ago. In its final award, the tribunal dismissed the plaintiff's claim in its entirety and awarded Bär & Karrer's client full compensation for its legal costs.
Bär & Karrer's team led by Matthew Reiter and included Cinzia Catelli, Alain Grieder, Roman Huber and David Liatowitsch.
CVC Fund VI has agreed to acquire an 80% stake in Breitling, a leading independent, family-owned manufacturer of Swiss luxury watches. As part of the transaction, Théodore Schneider will re-invest for a 20% shareholding in Breitling. Closing of the transaction is subject to approval by the relevant competition authorities.
Bär & Karrer acted as Swiss legal advisor to CVC in this transaction. The team included Christoph Neeracher, Luca Jagmetti, Beda Kaufmann, Philippe Seiler, Yves Suter, Charles Gschwind, Célia Jimenez, Sabrina Schalcher and Raphael Egger (all M&A), Till Spillmann and Adrian Koller (both Financing), Susanne Schreiber and Laurent Riedweg (both Tax), Markus Wang and Jonas Bornhauser (both IP) as well as Mani Reinert (Competition).
Kuoni Travel Holding Ltd, owned by EQT VII, a fund of the private equity group EQT, and the Kuoni and Hugentobler Foundation, has entered into a binding agreement on the sale of its GTD business division (GTA) to Hotelbeds Group, owned by a consortium led by Cinven und Canada Pension Plan Investment Board (CPPIB). The shareholders of Kuoni Group will roll-over a large portion of their participation in GTA into the combined Hotelbeds/GTA business and upon completion, will hold a substantial minority stake in the combined Hotelbeds/GTA business. Completion of the transaction is subject to customary closing conditions, including merger control filings and approvals.
On 7 March 2017 Hellman & Friedman and GIC acquired Allfunds Bank, S.A. from Intesa Sanpaolo Group, Santander Group, General Atlantic and Warburg Pincus. Allfunds Bank is a leading financial technology business. The transaction is valued at EUR 1.8 billion and is subject to customary closing conditions.
Bär & Karrer acted as Swiss legal advisor to Hellman & Friedman and GIC. The team included Eric Stupp and Stephanie Walter (all Banking & Insurance). Freshfields acted as lead counsel to Hellman & Friedman and GIC.
Warburg Pincus, a leading global private equity firm, has entered into an agreement to acquire approximately 35% shareholding in the Avaloq Group AG. Avaloq is an internationally leading FinTech company based in Switzerland. With its integrated business process outsourcing services, Avaloq is the only independent provider for the financial industry that does both, developing and operating its own software. Closing of the transaction is expected in the second quarter of 2017.
On 28 February 2017, Mitsui & Co., Ltd. (Mitsui) and Chemtrade Logistics Inc. (Chemtrade) announced an agreement under which Mitsui will acquire the entire stake in Chemtrade Aglobis AG (Aglobis), subsidiary entirely owned by Chemtrade. Aglobis is a leading distributor of sulphur and sulphuric acid in Europe. The transaction is subject to relevant regulatory approvals.
Bär & Karrer Advises Valora on the Acquisition of Pretzel Baron
Bär & Karrer Advises Alpine Select on Public Share Buy-back.
On 10 January 2017, Alpine Select Ltd, Zug, invited to an extraordinary shareholders' meeting which will take place on 7 February 2017. At this shareholders' meeting, the shareholders will, among other things, vote on a capital reduction through the cancellation of shares which have been repurchased under a share buy-back program at a fixed price.
Banque Cantonale de Genève successfully completed the placement of CHF 135 million perpetual additional tier 1 subordinated bonds. The additional tier 1 subordinated bonds were issued at 100% of their nominal amount with an interest of 1.875%. Banque Cantonale de Genève, UBS AG, Bank Vontobel AG and Bank J. Safra Sarasin acted as Joint Lead Managers.
Jacobs Holding AG successfully placed 550,000 shares (approx. 10%) in Barry Callebaut AG by way of an accelerated bookbuilding process and a simultaneous private placement. Jacobs Holding thus diversified its portfolio while remaining Barry Callebaut's reference shareholder with a stake of approximately 40%. Jacobs Holding is an investment company founded by entrepreneur Klaus J. Jacobs. The only economic beneficiary of Jacobs Holding is the Jacobs Foundation, one of the world's leading charitable foundations for the promotion of development opportunities for children and young people.
On 28 November 2019 the Canton of Geneva issued green bonds listed on the SIX Swiss Exchange in an aggregate amount of CHF 660 million. The issuance was made according to the Green Bond Principles published by the International Capital Market Association, and divided into three respective tranches of CHF 175 million with a maturity in 2028, CHF 200 million with a maturity in 2039 and CHF 285 million with a maturity in 2032.
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.
Swiss Financial Market Supervisory Authority Introduces Strict Requirements for Payment TransactionsClick here for more information.
The proceedings concerned an appeal filed by the Albanian football club KS Skënderbeu against a decision issued by UEFA.
Cembra Money Bank has agreed to acquire cashgate. The purchase price for the acquisition of cashgate and the refinancing of cashgate's loan portfolio is partly backed by a bridge facility and is financed and refinanced by the sale of treasury shares (gross proceeds of CHF 112.8 million) in an accelerated bookbuilding, the placement of CHF 150 million perpetual additional Tier 1 bonds and CHF 250 million net share settled convertible bonds.
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.
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.
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Industry-led InsurTech B3i Services AG successfully raised additional funds from current shareholders and new investors to further develop and grow its blockchain-based insurance transaction platform. B3i was founded in October 2016 as an insurance industry consortium which then formed B3i Services AG as an independent company. The shareholder group includes some of the world's largest insurers and reinsurers from across Europe, the Americas, and Asia. B3i intends to further expand its shareholder base over the next several months.
Bär & Karrer is pleased to announce that it further strengthens its Financing and Sports practices with new partners Lukas Roesler and Dr. Jan Kleiner, both of whom have worked with the firm previously.
Today, Novartis AG completed the spin-off of the Alcon eye care devices business, and Alcon Inc. debuted as independent publicly traded company. The Alcon shares were successfully listed on the SIX Swiss Exchange Ltd. and the New York Stock Exchange. They are also included in the Swiss Market Index (SMI), which comprises the 20 largest Swiss listed stocks.
Primeo Energie, EOS Holding SA (EOS) and Électricité de France (EDF) have entered into a share purchase agreement relating to the purchase by Primeo Energie and EOS of the 25% interest held by EDF in Alpiq Holding SA. The purchase by Primeo Eergie and EOS will be financed through mandatory exchangeable loan agreements made by CSA Energie-Infrastruktur Schweiz (CSA) as lender, the biggest investment pool for Swiss energy infrastructure with 135 Swiss pension funds acting as investors. At maturity the mandatory exchangeable loan agreements will be converted into shares in Alpiq. Primeo Energie and EOS thereby pave the way for a Swiss shareholder structure of Alpiq.
Bär & Karrer was awarded „Most innovative law firm of the year - Switzerland", the national award for Switzerland given in the IFLR European Awards. The most innovative law firm of the year award recognizes Bär & Karrer as the Swiss law firm with the best track record in 2018 giving advice on the most innovative cross-border deals covering all award practice areas. It is already the third prize of this kind in period of six years awarded to Bär & Karrer.
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.
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).
Computacenter Group, a leading European IT service provider listed on the London Stock Exchange, acquired PathWorks, a well-established hardware reseller in the Swiss market.
Addtech Group, a leading Swedish publicly listed technology trading group, acquired a majority stake in Omni Ray AG, a well-established Swiss trading company and service provider for automation solutions, mainly focused on industrial applications, infrastructure, transportation and medical industry. By this transaction, Addtech aims at strengthening its position in the European automation market.
Bär & Karrer is pleased to announce that partner Paolo Bottini has been recognized by Lexology and the International Law Office (ILO) as the Client Choice Winner 2019 in the Corporate Tax category in Switzerland.
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.
On 10 January 2019, Cavotec SA completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 22.4 million. The Cavotec group, with its Swiss holding company listed on Nasdaq Stockholm, is a leading engineering group that designs and manufactures automated connection and electrification systems for ports, airports and industrial applications worldwide. 80.5% of the shareholders of Cavotec SA exercised their subscription rights in the rights offering. The remaining new shares not subscribed were allotted to investors who had subscribed for shares without subscription rights, pursuant to the allocation procedure described in the prospectus of 6 December 2018. The offer price was set at SEK 13 per share.
ABG Sundal Collier acted as Sole Global Coordinator and Bookrunner.
Bär & Karrer acted as Swiss legal adviser to the Issuer in this transaction. The team included Massimo Vanotti, Matthias Bizzarro (both Corporate), Alexander von Jeinsen (Capital Markets), Rocco Rigozzi (Notarial Services) as well as Paolo Bottini, Daniel Lehmann and Lukas Scherer (all Tax).
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.
Santhera Pharmaceuticals Holding AG (Santhera) placed 3,133,334 new shares at an offer price of CHF 7.50 per share. The shares were placed by way of an accelerated bookbuilding procedure in a public offering in Switzerland, in private placements outside of the United States and Switzerland and in private placements within the United States to qualified institutional buyers. The shares were issued under exclusion of the existing shareholders' subscription rights through an ordinary capital increase resolved by an extraordinary shareholders' meeting.
The gross proceeds from the placement amounted to CHF 23.5 million. Santhera intends to use the proceeds primarily to pay the cash component of the consideration to Idorsia Ltd for the acquisition of the option for the exclusive sub-license of vamorolone, a drug candidate for the treatment of patients with Duchenne muscular dystrophy.
Bär & Karrer acted as Swiss legal advisor to UBS AG (Global Coordinator and Bookrunner) and Mirabaud Securities Limited (Co-Manager). The team included Thomas U. Reutter, Daniel Raun, Annette Weber and Anna Capaul (all Capital Markets) as well as Christoph Suter (Tax).
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.
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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).
Cowen Inc., a NASDAQ listed, diversified financial services firm, agreed to acquire the Quarton group, a global financial advisor serving the middle market. Closing is expected in early 2019.
On 19 November 2018, ARYZTA, a global food business with a leadership position in speciality bakery, completed a capital increase by way of a rights offering structured as a volume underwriting in the amount of approximately CHF 900 million. 97.4% of the shareholders of ARYZTA exercised their subscription rights in the rights offering. The new shares not subscribed were placed in the market.
The banking syndicate comprised BofA Merrill Lynch and UBS as Process Banks and Joint Global Coordinators, Credit Suisse, JP Morgan and HSBC Bank plc as additional Joint Global Coordinators and Crédit Agricole CIB, Mizuho International plc and Rabobank as Joint Bookrunners.
Bär & Karrer acted as legal adviser to the syndicate banks in this transaction. The team included Thomas U. Reutter, Michael Trippel, Alexander von Jeinsen, Annette Weber, Carlo Hunter and Manuela Cassano (all Capital Markets), Dieter Dubs (Listed Companies/Takeover Law) as well as Susanne Schreiber and Lukas Scherer (both Tax).
The owners of Briner AG Winterthur sold the company. Briner is a leading family-owned trading and service company operating in the fields of construction services, steel services, supply systems and building services as well as heating and energy systems.
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.
On 14 September 2018, the Federal Council extended the transition period for the reporting of derivative transactions by small non-financial counterparties (NFC-) until 1 January 2024 under the Financial Market Infrastructure Act (FMIA). The amendment to the Financial Market...
The Swiss National Council approves the proposed tax reform package! On 12 September 2018 the larger chamber of parliament adopted the proposal of the Economic Affairs and Taxation Committee of the Council of States on the Federal Act on Tax Reform and AHV Financing (formerly Tax Proposal 17), which is largely in line with the legislative bill adopted by the Council of States, the smaller chamber of parliament. Although slight differences regarding the capital contribution principle remain to be settled, the majority of member of the National Council sees the adopted text of the bill as a viable compromise.
In a recent decision 6B_689/2016 of 14 August 2018, the Swiss Federal Supreme Court held that the failure to disclose adequately retrocessions may constitute an act of criminal mismanagement. After a short summary of the legal framework governing the disclosure of retrocessions, the present briefing analyses this decision and its practical impact in particular for Swiss financial institutions dealing with external asset managers.
Waterland Private Equity invested in Tineo AG after the carve-out from Quickline Holding AG. Tineo is an integrated enterprise solution provider of data centres, glass-fiber connections, high-speed internet and VoIP services with state-of-the-art infrastructure
Bär & Karrer has announced the election of Ruth Bloch-Riemer, Daniel Raun and Philippe Seiler to the firm's partnership. The appointment is effective as of 1 January 2019.
On 28 September 2018, Swiss Prime Site, the largest publicly listed real estate investment company in Switzerland, completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 320 million. 97,7% of the shareholders of Swiss Prime Site exercised their subscription rights in the rights offering. The remaining new shares not subscribed were placed in the market. The offer price was set at CHF 74.00 per share. Credit Suisse and UBS Investment acted as Joint Global Coordinators, J.P. Morgan and Zürcher Kantonalbank acted as Joint Bookrunners.
SIG Combibloc, a leading provider of aseptic carton packaging solutions for the food and beverage industry, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 28 September 2018. With a market capitalization of CHF 3.6 billion and a generating total gross proceeds of CHF 1.5 billion, this is considered as the largest IPO on the SIX Swiss Exchange in the last years. In connection with the IPO, SIG Combibloc Group Holdings S.A., the holding company of SIG Combibloc Group, migrated its legal seat and the place of management of the company from Luxembourg to the Canton of Schaffhausen, Switzerland by way of a cross-border relocation and thereby became a stock corporation governed by Swiss law prior to the first day of trading.
Bär & Karrer advises SIG Combibloc Group as Issuer and Onex as Selling Shareholder in this transaction. The team includes Thomas U. Reutter, Sandro Fehlmann, Daniel Raun, Alexander von Jeinsen, Manuela Cassano and Carlo Hunter (all Capital Markets), Urs Kägi, Roland Truffer and Annina Hammer (all Corporate), Michael Rohrer (Notary), Dieter Dubs (Listed Companies), Laura Widmer and Fanny Sutter (both Employment), Ralph Malacrida and Micha Schilling (both Financing), as well as Susanne Schreiber, Daniel Lehmann, Cyrill Diefenbacher and Hanna Brozzo (all Tax).
Nestlé Holdings, Inc. completed an offering of USD 1,000,000,000 3.100% Notes due 2021, USD 1,500,000,000 3.350% Notes due 2023, USD 900,000,000 3.500% Notes due 2025, USD 1,250,000,000 3.625% Notes due 2028, USD 1,250,000,000 3.900% Notes due 2038 and USD 2,100,000,000 4.000% Notes due 2048. The notes were offered and sold by the Joint Bookrunners in the United States in reliance on Rule 144A and in transactions outside the United States in reliance on Regulation S under the U.S. Securities Act. Each series of notes is guaranteed by Nestlé S.A.
Aduno Group has increased its participation in Swiss payment solutions specialist Accarda AG from 30% to 100% following an auction process for the acquisition of the 70% stake from Maus Frères SA.
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