Niederer Kraft Frey AG

Sunshine SwissCo GmbH (a consortium led by EQT), together with ADIA and Auba Investment Pte. Ltd., have successfully placed 19,031,811 shares in Galderma Group AG at a price of CHF 97.75 per share via an accelerated bookbuilding process. The placement raised CHF 1.86 billion in total. Galderma participated in the Placement by agreeing to repurchase 2.38 million shares for a total consideration of ca. CHF 233 million, at the same price per share determined by the bookbuilding process. Niederer Kraft Frey represented the banking syndicate in the transaction. The NKF team was led by Capital Markets partner Deirdre Ni Annrachain, working together with junior associate Nina Lötscher (Capital Markets).

Niederer Kraft Frey advised PolyPeptide Group AG (SIX: PPGN) on the securing of additional financing under its revolving credit facility, as well as further support from its main shareholder. With UBS as the coordinator and agent, the bank consortium including Danske Bank and Zürcher Kantonalbank have agreed to increase the available capital commitments by EUR 40 million to EUR 151 million and extend the term of its existing revolving credit facility (RCF) to March 2028. In parallel, Draupnir Holding B.V. has strengthened its support as the Group’s main shareholder and extended the term of the existing amounts outstanding under its unsecured short-term facility with the group. The agreements enhance the Group’s financial flexibility, as it continues its growth journey toward doubling 2023 revenue by 2028. PolyPeptide Group AG and its consolidated subsidiaries (“PolyPeptide”) is a specialised Contract Development & Manufacturing Organization (CDMO) for peptide- and oligonucleotide-based active pharmaceutical ingredients. By supporting its customers mainly in pharma and biotech, it contributes to the health of millions of patients across the world. PolyPeptide serves a fast-growing market, offering products and services from pre-clinical to commercial stages. Its broad portfolio reflects the opportunities in drug therapies across areas and with significant exposure to metabolic diseases, including GLP-1. Dating back to 1952, PolyPeptide today runs a global network of six GMP-certified facilities in Europe, the U.S. and India. PolyPeptide’s shares (SIX: PPGN) are listed on SIX Swiss Exchange The NKF team was led by M&A/Finance partner Philip Spoerlé, working with associate Selim Lötscher and junior associate Selim Tisli (both M&A/Finance).

Niederer Kraft Frey advised “Pensionskasse der HOCHDORF-Gruppe” with respect to the sale of a residential real estate portfolio in the Cantons of Zug and Lucerne that was transferred to an investment foundation. The sale was structured by way of a combination of an asset deal and a tax neutral asset swap carried out as an asset transfer according to the Merger Act.  The NKF team was led by Real Estate partners Andreas F. Vögeli and Fabiano Menghini, working with senior associate Sven Kälin and associate Rune Müller (both Tax) and associate Yannik Bleiker (Real Estate). 9 May 2025

Niederer Kraft Frey advised Sportradar Group AG on an USD 517.5 million underwritten secondary public offering by certain selling shareholders. As part of the transaction, the company implemented a conversion of a certain amount of its class B shares into class A shares and, concurrently with the secondary public offering, repurchased own shares in the amount of USD 65.5 million. NKF acted as counsel for Swiss Corporate law matters to Sportradar Group AG in collaboration with Paul Hastings LLP, who acted as US counsel. Goldman Sachs & Co. LLC and J.P. Morgan acted as lead book-running managers for the offering. The NKF team was led by Corporate/M&A partners Patrik Peyer and Roman Sturzenegger, working with senior associate Alexander Göbel and associate Sabrina Gysi (all Corporate/M&A). 7 May 2025

Niederer Kraft Frey has advised Swiss global private banking group EFG International with respect to EFG Bank’s offering and issuance of dual-tranche senior unsecured bonds. EFG Bank successfully closed the issuance of CHF 340 dual-tranche domestic senior unsecured bonds comprising of CHF 175 million with a 3-year maturity and a fixed annual coupon of 1.13 percent and CHF 165 million with 6-year maturity and a fixed coupon of 1.45 percent with Swiss investors. The bonds are listed on SIX Swiss Exchange and are expected to be included in the domestic segment of the Swiss Bond Index (SBI). The transaction follows EFG Bank’s successful inaugural placement and issuance in June 2024 of CHF 370 million dual-tranche senior unsecured bonds comprising of CHF 230 million with a 3-year maturity and CHF 140 million with a 6-year maturity. Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch and UBS Investment Bank acted as Joint Lead Managers. The NKF team was led by Capital Markets partner Daniel Bono and included partner Philippe Weber, senior associate Giulia Ghezzi and associate Manuel Hirlinger (all Capital Markets).

Niederer Kraft Frey advised Groupe Factoria on the acquisition of Digitalmaterial AG. Digitalmaterial is an IT service provider based in Winterthur which proposes Managed Services Solutions, Cloud and Modern Workplace, develops IT strategies for its customers, builds and maintains IT environments with cloud backup including Microsoft365 & Azure solutions. Digitalmaterial was founded in 2006 and its actual leadership team since 2020 will continue to run the company with its new partner Groupe Factoria. Groupe Factoria, that belongs to Groupe Baelen, a French family holding, provides expertise in the digital transformation of companies : IT and outsourcing, electronic document management, telecoms, printing, and interactive screens. Over the past 18 years the Groupe Factoria has experienced significant growth and has been able to remain agile and close to their customers through its ecosystem of 60 expert subsidiaries across France and French overseas departments and its 2 first entities in Switzerland. The NKF team included partner Philip Spoerlé, senior associate Katalin Siklosi and junior associate Norina Frey (all Transactions) as well as partner Janine Reudt-Demont (IP/IT), partner Fabiano Menghini (Real Estate), senior associate Livia Keller (Employment) and associate Noémie Ammann (Real Estate). 2 April 2025

Niederer Kraft Frey advised AMNIS on its CHF 10 million series B financing round lead by Swisscom Ventures. Furthermore, existing investors – including co-investor Lansdowne – participated in the funding round. The round also included a CHF 2 million non-dilutive debt agreement with Lendity, a Swiss-based growth capital investor. AMNIS, a Zurich-based fintech founded in 2014 by Michael Wüst, Robert Bloch and Philippe Christen provides an international banking platform designed to help SMEs operate and scale globally – reducing transaction costs, simplifying team expenses, and automating accounting tasks. By eliminating inefficiencies in cross-border finance, AMNIS’ multi-currency solution gives businesses a competitive edge in the global market. Swisscom Ventures advises investment funds for Swisscom and institutional investors totaling USD 650 million. These funds invest in minority stakes in Swiss and international start-ups. Since 2007, Swisscom Ventures has invested in over 80 such start-up companies and has managed to sell almost 40 investments at a profit after an average of six years. The investment team works closely with its Swisscom colleagues in the various divisions, relying on Swisscom’s market-leading expertise in digital transformation. The NKF team was co-led by Corporate/M&A partner Patrik Peyer and senior associate Katalin Siklosi, working with junior associate Norina Frey (both Corporate/M&A).

Niederer Kraft Frey advised AB2 Bio Ltd, a Lausanne, Switzerland based biotechnology company developing innovative therapies for the treatment of severe systemic hyperinflammatory diseases and conditions driven by IL-18,on Swiss law matters in connection with the entry into an option and licensing agreement with Nippon Shinyaku Co. Ltd., a leading Japanese pharmaceutical company. Under the terms of the agreement, Nippon Shinyaku received an option to acquire exclusive U.S. rights to commercialize Tadekinig alfa to treat Primary Monogenic IL-18 driven Hyperinflammatory Syndrome, a rare and potentially life-threatening pediatric disease that, if left untreated, may rapidly lead to multiple-organ failure and death. AB2 Bio will continue to prepare for filing for U.S. Biologics License Application (BLA) approval for Tadekinig alfa in the indication. AB2 Bio receives early payments of up to USD 36 million (including an initial payment of USD 6 million upon closing) and would be eligible for development milestone payments of up to USD 150 million and commercial milestone and royalty payments of up to USD 500 million. The NKF team was led by Corporate/M&A partner Jacques Bonvin, working with partner Andrea Wuerzner (Corporate/M&A) and associate Boris Catzeflis (Corporate/M&A and Technology).

Niederer Kraft Frey advised Transgourmet Ibérica, a benchmark in hospitality distribution and supermarkets, on the acquisition of the distribution group Moyà Saus de Mallorca to boost Transgourmet Ibérica’s distribution to the hotel and catering industry and retail industry in the Balearic Islands. Transgourmet is part of the Swiss Coop Group and active in Switzerland, Germany, France, Austria, Poland, Romania and Spain. With more than 30’000 employees, Transgourmet generates net sales of approximately CHF 11.6 billion. The Coop Group operates in the retail as well as wholesale and production sectors. In the retail sector, Coop operates supermarkets and various specialist formats in Switzerland. In wholesale, the Coop Group operates through Transgourmet. With more than 95’000 employees, Coop generates net sales of approximately CHF 34.6 billion. The completion of the transaction is subject to approval by Spain’s National Authority for Markets and Competition (CNMC). The NKF team was led by Corporate/M&A partner Moritz Maurer, working with associate Alexandra Neuenschwander (Corporate/M&A).  

Niederer Kraft Frey is pleased to announce the appointment of Morgan Boëffard as partner, effective 1 January 2025. With this appointment, NKF now has a total of 52 partners in Zurich and Geneva. In addition, NKF is delighted to welcome Tabea Lorenz and Marc Vogelsang as counsels, effective 1 February 2025. Their broad practice further enhances NKF’s capabilities in complex tax matters. Morgan Boëffard brings extensive expertise in both domestic and international taxation, advising in particular UHNWI on all tax aspects of their private and business activities and corporations on a wide range of tax matters, focusing in particular on M&A, private equity transactions, corporate reorganisations and management participation plans. Morgan has been recognised for his excellence in the field, ranking as a recommended key lawyer by Legal 500 2025 and as a Rising Star in general corporate tax by ITR World Tax for both 2024 and 2025. Tabea Lorenz specialises in tax litigation, tax procedures, and criminal tax law. With a strong academic background as an Assistant Professor of tax law at the University of St. Gallen (HSG), she combines in-depth legal knowledge with practical experience. She advises UHNWI, family offices, and corporations on complex tax matters, including contentious proceedings and strategic tax planning. Marc Vogelsang specializes in tax advice for private and public M&A transactions, particularly the areas of private equity and real estate. In addition to his extensive transactional experience, he focuses on corporate reorganizations and tax planning as well as tax litigation and VAT matters. Marc is a regular author of articles in professional journals and a speaker on tax law topics.

Swiss Prime Site (SIX: SPSN) has successfully placed 2,926,829 newly issued shares by way of an accelerated bookbuild offering.At a placement price of CHF 102.50 per share, the offering raised CHF 300 million in gross proceeds for the company. Closing of the transaction is expected to take place on 27 February 2025. Niederer Kraft Frey represented the banking syndicate in the transaction, consisting of UBS AG and Citigroup Global Markets Limited. The NKF team was led by Capital Markets partners Philippe Weber and Deirdre Ni Annrachain, working with junior associate Philipp Theiler (Capital Markets).  

Niederer Kraft Frey is acting as counsel to EFG International in the acquisition of 100 percent of the Swiss private bank Cité Gestion announced on 19 February 2025.The closing of the transaction is expected in the second half of 2025 and is subject to regulatory approval. Cité Gestion manages approximately CHF 7.5 billion of Assets under Management as of the end of 2024 and generated a net profit of around CHF 6 million in 2024. Cité Gestion has around 130 employees, is headquartered in Geneva, with further offices in Lausanne, Lugano and Zurich. Its multi custody business focuses on serving UHNWIs domiciled in Switzerland, Western Europe, Latin America and the Middle East. The NKF team was co-led by Corporate/M&A partners Philippe Weber and Thomas Brönnimann, working with partner Philipp Candreia (Corporate/Regulatory), senior associate Florian Steiner (Regulatory), associates Manuel Hirlinger (Corporate/M&A), Stefan Härtner (Regulatory) and Stephanie Huchler (Employment), as well as junior associates Philipp Theiler and Matthias Zinniker (all Corporate/M&A).

Niederer Kraft Frey is representing Global Blue (NYSE: GB), the leading specialty payments and technology platform enabling tax-free shopping,dynamic currency conversion and payments solutions to the world’s largest retail brands, in connection with its agreement to be acquired by Shift4 (NYSE: FOUR). The transaction values Global Blue at approximately $2.5 billion enterprise value. Under the terms of the definitive agreement, Shift4 intends to acquire Global Blue for $7.50 per common share in cash through a tender offer and a subsequent statutory squeeze-out merger. Upon completion of the transaction, Global Blue’s common and preferred stock will no longer be listed on any public stock exchange. The acquisition has been unanimously approved by the boards of directors of Shift4 and Global Blue. It is expected to close by the third quarter of calendar year 2025, subject to receipt of regulatory approvals, other customary closing conditions, and a minimum tender of at least 90% of Global Blue’s issued and outstanding common shares and preferred shares on a combined basis. The NKF team includes Philipp Haas, Ulysses von Salis, Philip Spoerlé and Julia Tolstova (all Corporate/M&A), Paloma Alcantara (Competition/FDI), and Markus Kronauer and Marc Vogelsang (both Tax).

Niederer Kraft Frey advised EQT on a complex pre-IPO reorganisation of HBX group’s corporate structure and the IPO of its portfolio company HBX Group (formerly Hotelbeds). The listing on the Spanish stock exchanges and the first day of trading took place on 13 February 2025. The IPO price amounted to EUR 11.50 per share, representing an initial market capitalization of HBX Group of approx. EUR 3 billion. The IPO marks the largest stock market debut in Europe for 2025 and is the first listing of a UK company in Spain since Brexit. HBX Group, which is present in more than 170 countries, is a leading independent B2B travel technology marketplace, connecting travel product suppliers (including hotels, travel experiences, transfers and car rentals) and travel distributors. EQT’s relationship with HBX Group started in 2017 when its former portfolio company GTA was sold and merged with HBX Group leading to EQT acquiring a minority stake in HBX Group. Prior to the merger, GTA was one of the three core businesses of Kuoni Group, which EQT acquired and took private in 2016. EQT later divested the other two core businesses, GTS and VFS Global, in 2017 and 2022, respectively. We advised EQT on the take private of the Kuoni Group, the subsequent reorganisation of the Kuoni group and the merger of GTA with HBX Group and have advised EQT since then. The NKF team was led by Corporate/M&A and Capital Markets partner Andrea Giger, working with associate Manuel Hirlinger and junior associates Géraldine Küderli and Norina Frey (all Corporate/Capital Markets). NKF worked together with a team of Clifford Chance LLP who advised on English law and Spanish law matters.

Niederer Kraft Frey acted as Swiss counsel to LARGO FILMS SA in its Series A financing round, co-led by Los Angeles-based TI Capital Management LLC and QBIT Global Ventures Fund I LP. The round also saw participation from Hollywood legend Sylvester Stallone, Boston’s Atreides Management, former Vice Chairman and Chief Operating Officer of Microsoft-owned Activision Blizzard Thomas Tippl, and Swiss private equity firm DAA Capital. LARGO FILMS SA is a startup founded in 2018 as a spin-off from the Ecole Polytechnique Fédérale de Lausanne (EPFL). It has become a pioneer in introducing AI to the audiovisual industry with AI-driven analytics. Through its Largo.ai platform, the company provides data-assisted intelligence to enhance film projects from script development to theatrical release. Using proprietary cognitive pattern recognition technology, Largo.ai analyzes video, audio, and text to generate actionable insights, optimizing a film’s potential even at the script stage. Since its launch, Largo.ai has established itself as a leader in integrating AI into the film, TV, and advertising industries. Many movies utilizing Largo.ai’s technology have been released in theaters and on major streaming platforms, with some even nominated for Oscars. The company has won numerous awards, including the Best Start-up Award at the San Sebastian Film Festival, the EFM Horizon Start-ups at the Berlinale, the Top 100 Swiss Start-up Awards. This latest financing round, featuring participation from key industry players, marked a significant milestone in Largo Films’ mission to transform the entertainment industry with AI-driven intelligence. The NKF team advising on the transaction was led by Corporate/M&A partner Karim Piguet, working with senior associate Melania Sirbu and junior associate Jonathan Fumeaux (both Corporate/M&A).

Niederer Kraft Frey advised the shareholders of Institut für histologische und zytologische Diagnostik AG Aarau (IHZD) on the sale of IHZD to Affidea Group. IHZD operates two laboratories in Aarau and Zurich, specialising in histopathology, molecular pathology and cytology diagnostics. By completing the sale to Affidea Group, the institute ensures its long-term sustainability, facilitates further growth, and creates new opportunities for its clients and employees as Affidea is Europe’s largest provider of diagnostic imaging, ambulatory care and cancer treatment. With the acquisition of IHZD, Affidea Switzerland is now in a position to offer a fully integrated oncological treatment pathway covering prevention, early detection, genetic testing, diagnosis, personalised treatment and post-treatment support. The NKF team was led by Corporate/M&A partner Thomas Brönnimann, working with associates Manuel Hirlinger and Benedikt Hadorn, junior associate Matthias Zinniker (all Corporate/M&A), associate Stephanie Huchler (Employment) as well as senior associate Sven Kälin and associate Aleksa Stojadinovic (both Tax).

On 31 January 2025, Maguar Capital (Maguar), the German tech investor specialising in B2B software investments in the DACH region,closed its majority investment in Navori Labs, a globally recognised innovator in digital signage software and computer vision solutions. Headquartered in Lausanne, Switzerland, Navori Labs has delivered innovative, mission-critical solutions for over 26 years, enabling businesses worldwide to optimise operations, boost sales, and drive engagement. Maguar was founded in 2019 by Matthias Ick, Gunther Thies, and Arno Poschik and focuses on investments in small and medium-sized B2B software companies in the DACH region. The Maguar team possesses strong entrepreneurial and extensive management experience in the technology industry, with more than 35 years of experience as software CEOs and over 20 years in the private equity industry. Niederer Kraft Frey acted as Swiss M&A and Financing counsel to support Maguar’s majority investment. On the M&A side, the NKF team was led by Corporate/M&A partner Patrik Peyer, working with associate Melchior Ebener, junior associate Janika Leuzinger (both Corporate/M&A), partner Morgan Boëffard (Tax), counsel Livia Keller (Employment), as well as associate Boris Catzeflis (IP, Data Protection). Hogan Lovells acted as lead and international counsel for Maguar and was led by Munich Corporate & Finance partner Nikolas Zirngibl, working with Dominik Lang, Julia Dingeldey, Andreas Thun, Falk Loose, Justus Frank, Michael Thiesen, Sarah-Lena Kreutzmann, Marcus Schreibauer, Philipp Reckers, Eliott Fourcade and Paul Leroy. On the Financing side, the NKF team was led by Transactions partners Philip Spoerlé and Adrian Koller, working with associate Lorenzo Henseler (Transactions) and partner Markus Kronauer (Tax). Goodwin LLP with a team comprising partner Winfried M. Carli and associates Rebecca Stöcklein and Marius Garnatz (Private Equity/Finance) acted as lead counsel on the financing matters.

Niederer Kraft Frey advised Romer’s Holding AG, the parent company of Romer’s Hausbäckerei and a group company of the IDAK Food Group, on the acquisition of Kern & Sammet AG. Kern & Sammet AG is a high-quality manufacturer of frozen baked goods that perfectly fits Romer’s Hausbäckerei, which forms part of the IDAK Food Group. The NKF team was led by Corporate/M&A partner Manuel Werder, working with partner Nicolas Birkhäuser (Competition), senior associates Annina Fey and Oliver Zbinden (both Real Estate), associates Naomi Loretz, Julia Pugliese (both Corporate/M&A), and Sabrina Gysi (Employment), as well as junior associates Janika Leuzinger and Niklaus Hatz (both Corporate/M&A).

Niederer Kraft Frey advised ATHAGORAS Group (ATHAGORAS), a portfolio company of GREENPEAK PARTNERS (GREENPEAK), on the financing of the acquisition of CSO Pharma Consulting (CSO) and MIGx AG (MIGX). CSO provides reliable services and professional support for pharmaceutical companies and healthcare providers in the fields of Pharmacovigilance, Medical Affairs, Quality Management & GDP as well as Development consulting. In addition, CSO offers an audited Pharmacovigilance system and processes essential for the wholesale license and as such serves as a dedicated outsourcing partner for its customers. Founded in 2019 as a startup, MIGX has quickly established itself as a trusted technology partner in the Life Sciences sector. Specialising in solving complex data challenges and driving digital transformation, MIGX combines cutting-edge technology with deep industry expertise. ATHAGORAS is building a group of leading service providers to create a tech-enabled European specialist service provider for the clinical and commercial development of healthcare innovations in the pharmaceutical & biotech industry within regulatory affairs, pharmacovigilance, as well as market access and real-world evidence. GREENPEAK is a leading specialist focused on building and developing platforms that drive sustainable growth. With a hands-on approach, they collaborate closely with businesses to foster long-term value creation and success. By partnering with companies that share their vision and values, GREENPEAK creates synergistic ecosystems that fuel innovation and work toward a better future for all. The NKF team was led by Transactions partner Philip Spoerlé, working with associates Selim Lötscher and Lorenzo Henseler (all Transactions) as well as partner Markus Kronauer (Tax). Goodwin LLP with a team comprising partner Winfried M. Carli and associates Rebecca Stöcklein and Marius Garnatz (Private Equity/Finance) acted as lead counsel in this transaction.

CGS III (Jersey) L.P. has successfully sold 2,532,055 shares in R&S Group Holding AG (SIX: RSGN) by way of a block trade to a group of Swiss and international investors.The sold stake represented 6.8 percent of R&S Group’s share capital and 50 percent of CGS’s holding in the company. Niederer Kraft Frey represented CGS in the transaction. The NKF team was led by Capital Markets partners Philippe Weber and Deirdre Ni Annrachain, working with associate Benedikt Hadorn (Capital Markets).

Barry Callebaut, the world’s leading manufacturer of high-quality cocoa and chocolate products, has successfully raised an amount of CHF 300 million on the Swiss bond capital markets. The issuance consists of a six-year tranche of CHF 160 million and a ten-year tranche of CHF 140 million (the “Notes”), priced at a coupon of 1.8% and 2.1% respectively per annum. The bonds will be traded on the SIX Exchange commencing January 17, 2025 (ISIN CH1400064569 (6-year tranche); (ISIN CH1400064577(10-year tranche)) and will be used for general corporate purposes. Niederer Kraft Frey acted as advisor to Société Générale and certain other financial institutions as joint lead managers in this bond transaction. The NKF team included Transactions partners Philip Spoerlé and Andrea Giger as well as associate Manuel Hirlinger (Transactions).