Niederer Kraft Frey AG

12 September 2025 Niederer Kraft Frey advised the former owners on the sale of Bioengineering AG, a Swiss-based specialist in the development and production of bioreactors, especially fermenters for the pharmaceutical, biotech and novel food industries, with subsidiaries in China, Korea and the USA, to the Japanese Morimatsu Group. Morimatsu is a global, diversified provider of core equipment, process systems and digital intelligence integrated plant solutions listed at the stock exchange of Hongkong with around 5’000 employees worldwide. The NKF team was led by Corporate/M&A partners Andreas Casutt and Manuel Werder, working with associates Naomi Loretz and Nadine Wanner (both Corporate/M&A).

11 September 2025 SMG Swiss Marketplace Group Holding AG (“SMG”), advised by Niederer Kraft Frey as lead counsel, today announced the publication of its prospectus and the start of the book-building process, as part of its intention to conduct an IPO on SIX Swiss Exchange. The Offering consists of 19,629,040 existing shares, with an over-allotment option of up to 2,944,353 existing shares. The price range for the offered shares has been set at CHF 43.00 to CHF 46.00 per share and will result in an offer size of between CHF 971 million and CHF 1 billion. Based on the offer price range, the implied market capitalisation of SMG is estimated between CHF 4.2 billion and CHF 4.5 billion. The free float is expected to fall between 20 percent and 23 percent. Founded in 2021 as a joint venture between TX Group AG (“TX”), Ringier, Mobiliar and General Atlantic, SMG is the online marketplaces leader in Switzerland. The SMG group operates well-known brands under three primary business segments: real estate (Homegate, ImmoScout24, Flatfox), automotive (AutoScout24) and general marketplaces (Ricardo, tutti.ch, anibis.ch), complemented by additional price comparison offerings in finance and insurance (FinanceScout24). The NKF team was led by Corporate/Capital Markets partners Philippe Weber, Deirdre Ní Annracháin and Andrea Giger, working with associates Manuel Hirlinger and Pascal Hodel, junior associates Nina Lötscher, Philip Theiler, Matthias Zinniker and Robin Brändli (all Corporate/Capital Markets) and further comprised partners Thomas Brönnimann (Corporate/Capital Markets), Markus Kronauer (Tax), Philip Spoerlé (Banking & Finance), Nicolas Birkhäuser (Competition) and Simon Bühler (Regulatory). Clifford Chance, led by Frankfurt-based partner George Hacket, advised SMG on international law matters.

8 September 2025 Niederer Kraft Frey advised SWISSto12 as lead counsel on the acquisition of key assets and IP from Hanwha Phasor. SWISSto12, one of the world’s fastest-growing aerospace companies and a leading original equipment manufacturer (OEM) of advanced satellite systems and radio frequency products, has acquired intellectual property (IP) and key assets from Hanwha Phasor, following Hanwha Phasor’s liquidation. SWISSto12 has acquired Ku band active electronically steered antenna (AESA) user terminal technology and assets from Hanwha Phasor, and will combine them with its own products and technologies to offer a highly innovative and market-disruptive AESA terminal solution to the global satellite communications sector. The acquisition will allow SWISSto12 to further accelerate its product development and deliver an enhanced product line to market. The NKF team was led by Corporate/M&A partner Jacques Bonvin, working with associate Boris Catzeflis (Corporate/M&A and Technology).

3 September 2025 Niederer Kraft Frey acting as lead counsel advised UniCredit Bank GmbH as documentation agent, UBS Switzerland AG as facility agent and the other members of an international banking syndicate on a CHF 1.26 billion financing for SoftwareONE AG. The credit facilities made available serve the financing needs of the group following the successful acquisition of Crayon Group Holding ASA by SoftwareOne Holding AG. SoftwareOne Holding AG (listed on the SIX Swiss Exchange with a secondary listing on the Euronext Oslo Børs) is a leading global software and cloud solutions provider. The acquisition of Crayon Group Holding ASA (which is specialised in software procurement, IT cost management, cloud services, and data and AI solutions) is expected to lead to significant synergies. The NKF team was led by M&A/Finance partners Adrian Koller and Philip Spoerlé, working with associate Alexander Züger, junior associate Nina Lötscher (both M&A/Finance) and partner Markus Kronauer (Tax). Wiersholm acted as Norwegian law counsel to the banking syndicate with regards to this transaction, with a team including partners Atle Gabrielsen, Anne Lise Ellingsen Gryte and senior associate Johanna Bergum Mortensen.

1 September 2025 Niederer Kraft Frey advised medermis clinics on its strategic partnership with Mediplaza AG operating the PLAZA Kliniken. medermis clinics is a leading provider of dermatological, phlebological and aesthetic healthcare services, operating 62 locations across Germany and Switzerland with more than 1,100 employees, including 235 physicians. With this acquisition, medermis clinics takes an important step in expanding its dermatology practice network in the DACH region. PLAZA Kliniken offers a comprehensive range of dermatological services – from general dermatology, allergology and phlebology to aesthetic and plastic surgery. The clinic also provides practical medical training through its in-house PLAZA Academy. The NKF team was co-led by Corporate/M&A partner Moritz Maurer and Corporate/M&A senior associate Samuel Hochstrasser as well as Healthcare/Regulatory partner Janine Reudt-Demont, working with associates Alexandra Neuenschwander, Sabrina Gysi, Kevin Melchior Ebener and Naomi Loretz (all Corporate M&A) and associates Yannik Bleiker (Real Estate) and Stephanie Huchler (Employment).

25 JULY 2025 Niederer Kraft Frey advised Ardian as lead legal advisor on the acquisition of a majority stake in Horizon Home Care Group AG, a Swiss-based international provider of non-medical home care services operating under the brand Dovida. The closing of the transaction is scheduled for later this year. Ardian is a world-leading private investment firm, managing or advising USD 180 billion of assets on behalf of more than 1,850 clients globally. Ardian has 1,050+ employees, spread across 20 offices in Europe, the Americas, Asia and Middle East and is strongly committed to the principles of responsible investment. Dovida provides person-centred non-medical home care which is carefully designed to support, empower and uplift individuals, and enhance their quality of life. Dovida’s global footprint spans six countries (Australia, Ireland, France, Netherlands, New Zealand and Switzerland) delivering nine million hours of care each year. With a global presence and a local touch, Dovida delivers care that’s personal, empowering, and impactful. The NKF team was led by Corporate/ M&A partners Patrik Peyer and Moritz Maurer, working with leading senior associate Alexander Göbel, associates Melchior Ebener, Sabrina Gysi, Alexandra Neuenschwander, Nadine Wanner and junior associate Lukas Christen (all Corporate/ M&A), partner Janine Reudt-Demont and associate Luisa Egli (both IP/ IT/ Data Protection/ Regulatory), partner Nicolas Birkhäuser and associate Lukas Poschung (both Antitrust), partner Philip Spoerlé, associates Manuel Hirlinger, Carlotta Ulmer and junior associate Nina Lötscher (all Finance), associate Yannik Bleiker (Real Estate), associate Lukas Mathis (Disputes) as well as partner Daniela Schmucki and counsel Marc Vogelsang (both Tax). William Fry, King & Wood Mallesons, Russel McVeagh and Hogan Lovells provided Irish, Australian, New Zealand, Dutch respectively French legal advice.

30 July 2025 Georg Fischer (GF), a Swiss industrial company listed at SIX Swiss Exchange (ticker: GF) announced today that it has signed an agreement to divest GF Casting Solutions’ automotive business to Nemak S.A.B. de C.V., a Mexico-based global leader in aluminum lightweighting solutions for the automotive industry. Closing is expected to take place in the second half of 2025, subject to regulatory approvals. The transaction encompasses all of the automotive business of GF Casting Solutions, which in 2024 generated annual sales of approximately CHF 622 million. The divestment includes nine production sites across Europe, China, and the US, and involves a workforce of approximately 2,500 employees. The enterprise value amounts to USD 336 million, of which USD 160 million is to be paid at closing. The remaining consideration consists of the assumption of existing operating and financial liabilities, as well as further instalments to be paid within five years following the closing. The residual payments are not subject to any business performance-related conditions. Niederer Kraft Frey acts as lead counsel to GF in connection with the divestment and the related carve-out transaction. GF is an international industrial and publicly listed corporation with its headquarter in Schaffhausen (Switzerland). GF is active in the fields of piping systems, building flow solutions and casting solutions. With this transaction, GF’s strategic transformation into a pure-play Flow Solutions company is near completion. Nemak is a leading provider of innovative lightweighting solutions for the global automotive industry, specializing in the development and manufacturing of aluminum components for e-mobility, structure & chassis, and ICE powertrain applications. In 2024, the company generated sales of approximately USD 4.9 billion and employed around 23,000 people worldwide. Nemak shares are listed on the Mexican Stock Exchange and are part of the Dow Jones Sustainability Indices. The NKF team is co-led by Transactions partners Philip Spoerlé and Andrea Giger and further comprises associates Carlotta Ulmer and Lorenzo Henseler and partner Ulysses von Salis (all Transactions), partners Thomas Hochstrasser and Lukas Beeler and associate Lukas Mathis (all Commercial), partner Nicolas Birkhäuser (Antitrust), partner Fabiano Menghini (Real Estate), as well as partner Thomas Graf, counsel Marc Vogelsang and senior associate Sven Kälin (all Tax). NKF is supported by multi-jurisdictional teams of White & Case LLP in Germany, the US and China led by Stefan Bressler, Gernot Wagner and Rebecca Emory (all Frankfurt) and the teams of Cerha Hempel in Austria and Romania led by Dr. Albert Birkner.

29 July 2025 Sunshine SwissCo GmbH (a consortium led by EQT), together with Abu Dhabi Investment Authority and Auba Investment Pte. Ltd., have successfully placed 17,000,000 shares in Galderma Group AG at a price of CHF 123.00 per share via an accelerated bookbuilding process. The placement raised CHF 2.1 billion in total. Niederer Kraft Frey represented the banking syndicate in the transaction, consisting of BNP PARIBAS, Citigroup, Goldman Sachs, Jefferies, Morgan Stanley and UBS. The NKF team was led by Capital Markets partner Deirdre Ni Annrachain, working together with associate Manuel Hirlinger (Capital Markets).

Niederer Kraft Frey has advised Banco de Chile as issuer in all Swiss law aspects with respect to the offering and issuance of senior fixed-rate social notes. Banco de Chile successfully closed the issuance of CHF 100 million senior fixed-rate social notes with a 6-year maturity and a fixed annual coupon of 1.1875 percent. The bonds are listed on SIX Swiss Exchange. The net proceeds from the issue of the notes will be used by Banco de Chile to finance new or existing social and environmental projects that meet the eligibility criteria referred to under the Eligible Social Categories or Eligible Green Categories, with a particular focus on Women-Owned Enterprises, as set out in Banco de Chile’s Sustainability Financing Framework. BNP Paribas, Lancy/Geneva Branch acted as lead manager. A&O Shearman acted as international legal counsel to Banco de Chile. The NKF team was led by Capital Markets partner Andrea Giger, working with associate Manuel Hirlinger and partner Philip Spoerlé (all Capital Markets)

Niederer Kraft Frey advises SPIE, the independent European leader in multi-technical services in the areas of energy and communications, in the acquisition of SD Fiber, a specialist in the deployment of fiber optic networks to the street (FTTS), to the building (FTTB) and to the home (FTTH). SD Fiber operates in both Switzerland and Germany. With the completion of the transaction, SPIE acquired 96% of the shares of SD Fiber. The remaining shares are retained by the current management team. The NKF team was led by Corporate/M&A partner Manuel Werder, working with associates Naomi Loretz, Nadine Wanner, Melchior Ebener, Lukas Poschung (all Corporate/M&A), Yannik Bleiker, Julia Pugliese (both Real Estate) and Luisa Egli (Employment), partner Janine Reudt-Demont (Data Protection), associate Boris Catzeflis (Data Protection), partner Nicolas Birkhäuser (Competition), counsel Marc Vogelsang (Tax) as well as junior associate Lukas Christen (Corporate/M&A).

15 July 2025 Niederer Kraft Frey advised Helsana Group as legal advisor on the acquisition of Adcubum AG. The closing of the transaction is scheduled for later this year. Helsana employs around 3’400 people throughout Switzerland and occupies a leading position in the Swiss insurance market with a premium volume of around CHF 8.2 billion. With a broad range of basic, supplementary and accident insurance as well as daily sickness benefits, Helsana protects over 2 million people against the financial consequences of illness, accidents, maternity and the need for care in old age. Adcubum is the Swiss market leader for software products in the area of health and accident insurance. Its core product is the Adcubum Syrius software, a flexible, modular and cloud-capable system for health, accident and property insurance. In total, Adcubum employs more than 300 highly qualified employees at locations in Switzerland, Germany and Croatia. Adcubum will remain an independent company. The takeover ensures stability, continuity and innovation for the market-leading Swiss core insurance system Syrius and its customers. The NKF team was led by Corporate/M&A partner Patrik Peyer, working with partner Moritz Maurer, leading senior associate Alexander Göbel, associates Sabrina Gysi, Melchior Ebener, Pascal Hodel, Alexandra Neuenschwander, Nadine Wanner and junior associate Lukas Christen (all Corporate/M&A), partner Janine Reudt-Demont and associate Luisa Egli (both IP), partner Nicolas Birkhäuser (Antitrust), associate Lukas Poschung (Commercial/Antitrust), associate Antonio Gramunt (Commercial/ Regulatory), associate Reto Seiler (Finance), associate Yannik Bleiker (Real Estate) and associate Lukas Mathis (Disputes). Lupp & Partner and Vukmir + Associates provided German respectively Croatian legal advice.

11 July 2025 Niederer Kraft Frey advised Affidea on its investment in b-rayZ as part of a new financing round. b-rayZ is at the forefront of breast imaging technology, offering state-of-the-art AI and Swiss medical expertise to improve early breast cancer detection and patient outcomes. The Affidea Group is the pan-European diagnostic imaging and community-based polyclinic and specialist healthcare services provider, which operates in 391 medical centres across 15 countries. The NKF team was led by Corporate/M&A partner Philippe Weber, Corporate/M&A senior associate Samuel Hochstrasser and Healthcare/Regulatory partner Janine Reudt-Demont, working with associate Pascal Hodel and junior associate Philipp Theiler (both Corporate/M&A) and senior associate Sven Kälin (Tax).

1 July 2025 On 30 June 2025, GF completed the divestment of its GF Machining Solutions division to United Grinding Group. The successful closing of this divestment transaction marks an important milestone in GF’s transformation journey to become the global leader in Flow Solutions. The transaction increases GF’s strategic flexibility to pursue further growth and value generating investments in Flow Solutions for Industry, Infrastructure and Buildings. The agreed purchase price on a cash and debt-free basis is CHF 630 million. Annual sales to be carved out from GF amounted to CHF 885 million in 2024. Approximately 3,300 employees and production sites in eight locations across Europe, Asia and the US will transfer to the buyer as part of the transaction. GF is an international industrial and publicly listed corporation with its headquarter in Schaffhausen (Switzerland). GF is active in the fields of piping systems, building flow solutions, casting solutions and machining solutions. The divestment of the machine-tool business is part of GF’s new strategic focus on Water and Flow Solutions and increases GF’s strategic flexibility to pursue further growth as well as value-generating investments in these strategic fields. United Grinding Group, whose origin dates back about 100 years, is a global leader in grinding technology and employs more than 2000 employees globally. The majority shareholder of United Grinding is Patinex AG, a Swiss holding company wholly owned by Martin and Rosmarie Ebner. Together, GF Machining Solutions and United Grinding will combine forces to form the leader in ultra-precision machining. The NKF team was co-led by Transactions partners Andrea Giger and Philip Spoerlé and further comprised senior associates Katalin Siklosi and Julia Tolstova, associate Lorenzo Henseler and partner Ulysses von Salis (all Transactions), partner Thomas Hochstrasser (Commercial), associate Manuel Hirlinger and junior associates Manuel Constam, Norina Frey, Nina Lötscher and Selim Tisli (all Transactions), partner Adrian Koller and associate Carlotta Ulmer (both Financing), partners Thomas Graf, Marcel Meier, Daniela Schmucki and Morgan Boeffard, senior associate Sven Kälin and associate Michel Herren (all Tax), partner Fabiano Menghini and associate Noémie Amman (both Real Estate), partner Nicolas Birkhäuser and associate Lukas Poschung (both Antitrust/FDI), as well as partner Daniel Eisele and counsel Livia Keller (Commercial/Employment). NKF is supported by multi-jurisdictional teams of White & Case LLP led by Gernot Wagner, Rebecca Emory, Stefan Bressler and Fabian Mayer (all Frankfurt) and the teams of Dentons in Vietnam and Taiwan.

27 June 2025 Niederer Kraft Frey has advised Swiss global private banking group EFG International with respect to EFG Bank’s offering and issuance of CHF 125 million senior unsecured bonds. EFG Bank successfully closed the issuance of CHF 125 million domestic senior unsecured bonds with a 4-year maturity and a fixed annual coupon of 0.9625 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, and the placement and issuance in March 2025 of CHF 340 dual-tranche senior unsecured bonds comprising of CHF 175 million with a 3-year maturity and CHF 165 million with 6-year maturity. Raiffeisen Schweiz Genossenschaft acted as Sole Lead Manager. The NKF team was led by Capital Markets partner Daniel Bono and included partner Philippe Weber and senior associate Giulia Ghezzi (all Capital Markets).

20 June 2025 Niederer Kraft Frey advised gategroup Holding AG and its affiliates on the securing of a new EUR 675 million term loan, a USD 500 million term loan and a multicurrency revolving credit facility in an amount of CHF 300 million financing. This transaction represents gategroup’s debut as a term loan B issuer and has attracted strong demand from leading global investors. gategroup is the global leader in airline catering, retail-on-board and hospitality products and services. gategroup provides passengers with superior culinary and retail experiences, leveraging innovation and advanced technology solutions. Headquartered in Zurich, Switzerland, gategroup delivers operational excellence through the most extensive catering network in the aviation industry, serving passengers from over 200 operating units in over 60 countries/territories across all continents. The NKF team was led by partners Philippe Weber and Marco Häusermann, working with partner Markus Kronauer (Tax) and associate Reto Seiler.

4 June 2025 Niederer Kraft Frey advised SIS Group on its strategic partnership with Swiss School Madrid. SIS Swiss International School is a group of private day schools in Switzerland, Germany, Brazil and Italy, offering bilingual education from kindergarten through to college. SIS is part of the Klett Group. As of 1 September 2026, Swiss School Madrid will be fully integrated into the SIS Group. This marks a significant milestone in the ongoing growth and internationalisation of SIS Swiss International School. The NKF team was led by Corporate/M&A partner Moritz Maurer, working with associate Alexandra Neuenschwander (Corporate/M&A).

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

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).