Deals & Cases
On December 24, 2018, WISeKey International Holding Ltd (SIX: WIHN), a leading Swiss cybersecurity and IoT company, announced that it has executed a definitive agreement with DigiCert, the leading global provider of TLS/SSL, IoT and other PKI solutions, to sell the QuoVadis SSL/TLS, PKI technology business at a purchase price of USD 45 m. The transaction is expected to close in Q1 2019, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. The transaction is not subject to any financing condition.
Under the terms of the transaction, WISeKey will retain the ISTANA Platform used to secure, among other things, the connected car industry, as part of its offering in the Internet of Things market, together with its latest blockchain technology. Subject to completing the transaction, WISeKey and DigiCert intend to explore a partnership with respect to common opportunities in the Internet of Things market, using their combined products to enhance mutual offerings.
Homburger AG is acting as lead legal counsel to WISeKey. The Homburger team is led by partner David Oser (Corporate | M&A) and includes partner Reto Heuberger (Tax), associates Rafael Zemp, Mario Wälti, Olivier Bühlmann and Miriam Scherer (all Corporate | M&A), Marc Vogelsang (Tax), and junior associates Isabel Guth and Frédéric Fitzi (both Corporate | M&A). Conyers Dill & Pearman is acting as Bermuda law counsel, and Oppenheimer & Co. Inc. is serving as the exclusive financial advisor to WISeKey.
On December 12, 2018, Santhera Pharmaceuticals Holding AG (SIX: SANN), a Switzerland-based SIX Swiss Exchange-listed specialty pharmaceutical company focusing on the development and commercialization of innovative medicines for rare diseases, announced the launch of an ordinary capital increase, in which the newly created shares were offered through an accelerated bookbuilding. The offering related to 3,133,334 ordinary shares with a nominal value of CHF 1 each. The net proceeds were approximately CHF 20.1 m. The first day of trading of the new shares on SIX Swiss Exchange was December 18, 2018.
Homburger acted as counsel to Santhera. The Homburger team was led by partner Dieter Gericke (Corporate | M&A) and comprised associates Sergio Bortolani, Guy Deillon and Lorenzo Togni (all Corporate | M&A) as well as junior associate Luca Baltensperger (Corporate | M&A). Partner Stefan Oesterhelt provided tax advice.
On December 17, 2018, ABB Ltd announced that it entered into an agreement with Hitachi to divest its power grids business. The transaction will further strengthen ABB's focus in digital industries.
The transaction values the power grids business at an enterprise value of USD 11 bn. ABB will initially retain 19.9% in the equity of the carved-out power grids business to ensure the transition. For the remaining 19.9%, ABB has a pre-defined exit option at fair market value with a floor price at 90% of the agreed enterprise value, exercisable by ABB three years after closing.
The transaction is expected to be completed by the first half of 2020. ABB intends to return 100% of the estimated net cash proceeds of USD 7.6–7.8 bn from the 80.1% sale to shareholders in an expeditious and efficient manner through a share buyback or similar mechanism.
Homburger advises ABB in this transaction, including with respect to the governance of the joint venture between ABB and Hitachi, the carve-out transactions, the cash return measures and all other Swiss aspects of the transaction. The Homburger team is led by partner Claude Lambert (Corporate | M&A) and includes partners David Oser (Corporate | M&A) and Reto Heuberger (Tax), associates Andreas Müller, Marc Schamaun (both Corporate | M&A) and Marc Vogelsang (Tax) as well as paralegal Maria Braun (Corporate | M&A). Freshfields Bruckhaus Deringer LLP acts as global transaction counsel to ABB.
On December 7, 2018, LafargeHolcim Helvetia Finance Ltd issued CHF 200 m Subordinated Fixed Rate Resettable Notes (the Notes), guaranteed on a subordinated basis by LafargeHolcim Ltd. While the Notes are governed by English law, the guarantee thereof is governed by Swiss law. The Notes are perpetual instruments without a scheduled maturity date, designed to qualify as equity capital from an accounting perspective and as equity credit for rating purposes. The Notes have been admitted to trading and will be listed on the SIX Swiss Exchange.
Homburger advised LafargeHolcim with respect to all Swiss law aspects of the transaction. The Homburger team was led by partner Daniel Daeniker (Corporate | M&A and Capital Markets) and included partner Stefan Oesterhelt (Tax), counsel Lee Saladino and associate Andreas Josuran (both Capital Markets).
On November 28, 2018, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of SGD 700 m 5.875 per cent. Tier 1 Capital Notes (the Notes), which are guaranteed by UBS Group AG. The Notes are "high trigger" regulatory capital instruments that are eligible to fulfill UBS Group AG's Swiss going concern requirements.
The Notes feature a full contractual write-down if (among other events) UBS Group AG's consolidated common equity tier 1 capital falls below 7 per cent. of its consolidated risk weighted assets (a so-called "Trigger Event"). This means that, in the case of the occurrence of a Trigger Event, the Notes will be fully written-down prior to, or at the latest concurrently with, UBS Group AG's other outstanding (high-trigger and low-trigger) regulatory capital write-down instruments. Since the Notes are eligible to fulfill Swiss going concern requirements, they also qualify for an exemption from the Swiss withholding tax that would normally be applicable to bonds directly issued by the Swiss-domiciled Issuer. The Notes are traded on the SIX Swiss Exchange.
Homburger advised UBS with respect to all regulatory and transactional aspects of Swiss law. The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax), as well as counsel Lee Saladino and associate Andrea Ziswiler (both Banking and Finance | Capital Markets).
On November 13, 2018, Amun AG, a Zug-based special purpose issuance vehicle of the fintech group Amun, successfully registered its issuance program for the issuance of Exchange Traded Products on the SIX Swiss Exchange.
The underlying assets for any product issued under the program may be comprised of eligible cryptocurrencies such as Bitcoin (BTC), Ethereum Ether (ETH), Bitcoin Cash (BCH), Ripple (XRP), Litecoin (LTC), Stellar Lumens (XLM) and EOS (EOS) or indices of these cryptocurrencies.
Each product issued under the program has its own, specified pool of crypto assets serving as collateral. The crypto assets are purchased on the open market or in direct purchases from designated primary sources of liquidity, including reputable authorized exchange and held by or on behalf of Amun (through an independent custodian).
On November 20, 2018, Amun successfully issued its first Series of cryptocurrency-linked ETP (Ticker: HODL). These products are linked to the performance of the "Amun Crypto Basket Index (HODL5)", an index that tracks the performance of the top 5 eligible cryptocurrencies. First trading day on the SIX Swiss Exchange was on November 22, 2018.
Homburger advised Amun with respect to all aspects of Swiss law. The Homburger team was led by partners Benjamin Leisinger and Daniel Haeberli (both Capital Markets) and comprised partner Stefan Oesterhelt (Tax), as well as associate Dorian Gasser (Banking and Finance) and paralegals Susanne Leisinger (Corporate | M&A) and Ganna Goncharova (Banking and Finance).
Am 19. November 2018 gab Clariant AG (SIX: CLN) den Verkauf der Infrapark Baselland AG in Muttenz und ihres Geschäftsbetriebs auf dem Schweizerhalle-Areal bei Basel bekannt. Käuferin ist die in Deutschland ansässige GETEC, eine Gruppe von Energiedienstleistern und Betreibern von Industrieparks. Zudem übernimmt GETEC Infrastrukturanlagen und Service-Betriebe der Novartis (SIX: NOVN) am Standort Schweizerhalle. Der Verkauf, der per Ende 2018 vollzogen werden soll, ebnet den Weg für einen neuen, integrierten Industriepark für die Chemie- und Life-Science-Industrie auf dem Schweizerhalle-Areal, einem der grössten Industriestandorte der Schweiz.
Homburger berät Clariant in allen rechtlichen und steuerlichen Fragen der Transaktion. Das Homburger-Team wird von Partner Frank Gerhard (Gesellschaftsrecht | M&A) geleitet und besteht aus Partner Reto Heuberger (Steuern), Konsulent Andreas Burger (Wettbewerb | Regulierung), den Rechtsanwälten Daniel Häusermann (Gesellschaftsrecht | M&A), Irène Suter-Sieber (Arbeitsrecht und Vergütung der Führungskräfte), Jeremy Reichlin (IP | IT) und Marc Vogelsang (Steuern), den Praktikanten Fabrice Eckert und Florence Jaeger (Gesellschaftsrecht | M&A) sowie den Paralegals Maria Braun und Nora Mena.
On November 19, 2018, ARYZTA AG (the Company), a SIX Swiss Exchange listed leading provider of business-to-business frozen bakery solutions with a secondary listing on the Irish Stock Exchange, announced the successful closing of a fully underwritten rights offering to strengthen its capital base and to regain the necessary strategic and financial flexibility. The rights offering related to 900,184,940 new registered shares with a nominal value of CHF 0.02, issued from an ordinary capital increase as approved by the Company's shareholders at the Company's annual shareholders' meeting on November 1, 2018. The first trading day of the newly issued registered shares is November 19, 2018. The expected net proceeds from the rights offering amount to ca. CHF 900 m.
Homburger has acted as lead counsel to the Company in the structuring and execution of the capital increase and the offering. The Homburger team was led by partners Benedikt Maurenbrecher (Banking and Finance | Capital Markets | Restructuring | Insolvency), Claude Lambert (Corporate | M&A) and Benjamin Leisinger (Capital Markets) and included senior counsel Ueli Huber (Restructuring | Insolvency), counsel Eduard De Zordi (Banking and Finance), associates Mario Wälti and Nina Hagmann (both Corporate | M&A) as well as junior associates Livia Kappeler and Kristof Reber (both Banking and Finance). Partner Stefan Oesterhelt (Tax) provided tax advice.
On November 9, 2018, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of JPY 150 bn aggregate principal amount of bail-inable (TLAC) notes under its Senior Debt Programme. The issuance consisted of two tranches, JPY 130 bn 0.719 per cent. Fixed Rate | Floating Rate Senior Notes due 2024 and JPY 20 bn 0.973 per cent. Fixed Rate | Floating Rate Senior Notes due 2028 (collectively, the Notes), each tranche being guaranteed by UBS Group AG. The Notes will be listed on both the SIX Swiss Exchange and the Tokyo Pro-Bond Market.
As with UBS's previously issued bail-inable (TLAC) notes, the Notes contain contractual mechanics to (i) bring the Notes into the jurisdiction of the resolution powers of FINMA should restructuring proceedings be opened with respect to UBS Group AG, so that FINMA may exercise its statutory resolution powers to write-down the Notes and | or convert them into equity of UBS Group AG (i.e., an automatic issuer substitution feature), and (ii) safeguard the recognition of the exercise of such resolution powers by FINMA.
Structural subordination enables FINMA to fully or partially convert or write-down the Notes prior to the operating liabilities of the bank UBS AG. Because the Issuer is currently being used by UBS Group AG to issue notes qualifying as either bail-in bonds or additional tier 1 capital under the (Swiss) Capital Adequacy Ordinance, the Issuer has been declared a "relevant group company" pursuant to art. 2bis of the Swiss Banking Act. This means that FINMA will be able to exercise its statutory resolution powers with respect to the Issuer as well as UBS Group AG, allowing FINMA to take a comprehensive approach in a resolution scenario.
Homburger advised UBS in the structuring of the transaction and on all regulatory and transactional aspects as to Swiss law of the offer, the issuance of the Notes and the listing on the SIX Swiss Exchange.
The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax) as well as counsel Lee Saladino and associates Andreas Josuran and Andrea Ziswiler (all Banking and Finance | Capital Markets).
On October 30, 2018, Renaissance Re Holdings Ltd (RenaissanceRe) (NYSE:RNR) announced that it has entered into a stock purchase agreement with Tokio Marine Holdings, Inc. (Tokio Marine) in order to acquire Tokio Marine's reinsurance platform, which includes Tokio Millennium Re AG and Tokio Millennium Re (UK) Limited (collectively TMR) for USD 1.5 bn subject to unchanged closing tangible book value. Completion of the transaction is expected to take place during the first half of 2019 and is subject to the satisfaction of customary conditions and regulatory as well as antitrust approvals.
RenaissanceRe, through its subsidiaries, provides property casualty and specialty reinsurance and certain insurance solutions. RenaissanceRe has offices in Bermuda, Ireland, Singapore, Switzerland, the United Kingdom and the United States and employs approximately 380 people worldwide with consolidated gross premiums written in 2017 of USD 2.7 bn.
Tokio Marine is a multi-national insurance company employing approximately 36,000 people in 38 countries.
Homburger acts as Swiss counsel to RenaissanceRe. The Homburger team is led by partner Heinz Schärer (Corporate | M&A, Insurance) and includes partner Hansjürg Appenzeller (Corporate | M&A, Banking and Finance, Insurance), associates Kevin M. Hubacher (Corporate | M&A, Insurance) and Daniel Kuhn (Corporate | M&A) as well as junior associates Luca Baltensperger and Isabel Guth (both Corporate | M&A).
Willkie Farr & Gallagher LLP acts as US counsel to RenaissanceRe.