Deals & Cases
On January 7, 2020, NewAlpha Asset Management and Capital Croissance announced that BIOBank, a French human origin bone bank, acquired Neutromedics AG, a Swiss distributor of orthobiologics and orthopedic implants. BIOBank, a portfolio company of the growth equity fund NewAlpha Verto and of a fund managed by Capital Croissance, accelerates its international development with this first external growth transaction.
The Homburger team advising BIOBank in this transaction was led by partner Daniel Hasler (Corporate | M&A) and included associate Margrit Marti (Corporate | M&A), partner Franz Hoffet and associate Yves Bianchi (both Competition | Regulatory), counsel Peter Müller (Tax), associates Aliénor de Dardel (Employment Law and Executive Compensation) and Andrea Ziswiler (Banking and Finance) as well as junior associate Gregor Schifferle (Corporate | M&A).
Homburger advised IMA Medtech SA (IMA Medtech), a company active in the automation industry, in connection with the acquisition of Sysmelec, a business unit of Unitechnologies SA. Sysmelec is a leading company in the design and manufacturing of turnkey solutions for micro assembly and watchmaking industries.
Homburger advised IMA Medtech with respect to all aspects of Swiss Law. The Homburger team was led by partner Dieter Gericke, and included associate Angela Oppliger and junior associates Michael Lüchinger and Nicolas Eckert (all Corporate | M&A) as well as partner Stefan Oesterhelt and associate Manuel Dubach (both Tax).
On January 7, 2020, three USD-denominated Exchange Traded Products (ETPs) of Amun AG (Amun), a Zug-based special purpose issuance vehicle of the fintech group Amun, successfully started their trading on the SIX Swiss Exchange in additional trading currencies. These products (Tickers: HODL, ABTC, and AETH) are linked to the performance of a basket of, or in the case of ABTC and AETH individual, crypto underlyings. The USD-denominated products will newly also be quoted in EUR (all products) and Swiss Francs (in the case of ABTC and AETH only) to further increase the attractiveness to EEA and Swiss investors. Each product is fully collateralized by the respective underlying, which is stored with an independent custodian.
Homburger advised Amun with respect to all aspects of Swiss law. The Homburger team was led by partner Benjamin Leisinger (Capital Markets and Banking and Finance) and comprised counsel Eduard De Zordi and paralegal Ganna Goncharova (both Banking and Finance).
Homburger advised Zur Rose Suisse AG, the Swiss subsidiary of Zur Rose Group, in connection with the negotiation and execution of a joint venture with Migros' health care subsidiary Medbase AG. One unit under the joint control of Medbase and Zur Rose will operate shop-in-shop pharmacies in Migros markets. The other unit under joint control has been established to develop and operate a market place for online offerings of beauty and personal care products.
The Homburger team included leading partner Georg Rauber (IP | IT), associate Valentin Fluor (IP | IT), incoming partner Richard Stäuber (Competition | Regulatory), associates Allegra Arnold (Competition | Regulatory), Maria Ingold (IP | IT), Barbara Epprecht (Data Protection | Privacy), Irène Suter-Sieber and Luca Angstmann (both Employment Law and Executive Compensation) as well as associate Andrea Zocchi (IP | IT, Competition | Regulatory).
On December 19, 2019, Clariant AG (Clariant) (SIX: CLN) announced that it has entered into an agreement with PolyOne Corporation (NYSE: POL) for the divestment of its entire masterbatches business. Clariant’s masterbatches business offers color and additive concentrates and performance solutions for plastics and includes 46 manufacturing operations and technology centers in 29 countries and approx. 3,600 employees.
The transaction comprises two transactions: the sale by Clariant of its global masterbatches business and the sale by Clariant Chemicals (India) Limited, a company listed on the stock exchanges in India with Clariant holding a 51% controlling stake, of the local Indian masterbatches business. The total transaction value amounts to USD 1.56 bn, representing approx. 12.2 times the last twelve months reported EBITDA (ending Q3 2019) on a cash and debt free basis. Closing of both transactions is expected by Q3 2020 and is subject to customary closing conditions and regulatory approvals.
Homburger acted as global lead legal advisor to Clariant in connection with the transactions and the global separation of the masterbatches business in a stand-alone organization. The Homburger team was led by partner Frank Gerhard and included partner Daniel Hasler, associates Mario Wälti, Marc Schamaun, Nicola Togni and Carlo Sulser, junior associates Luzius Kaufmann and Urs Stürmer (all Corporate | M&A), partner Marcel Dietrich, counsel Andreas Burger and associate Allegra Arnold (all Competition | Regulatory), partner Reto Heuberger and associates Céline Martin and Marc Vogelsang (all Tax), partner Gregor Bühler, associate Philippe Baumann and junior associate Oriana Schöni (all IP | IT).
On December 5, 2019, Swisscom and Ajila announced that Swisscom acquired a substantial stake in Ajila Holding AG in order to underpin their long-term strategic partnership. Swisscom and Ajila from Sursee offer a comprehensive platform: "Digital Deals" is a cloud solution that enables the complete, legally compliant digitization of business processes.
Homburger advised the shareholders of Ajila Holding AG in the transaction. The Homburger team was led by partner Claude Lambert and included counsel Micha Fankhauser and associate Margrit Marti (all Corporate | M&A).
On November 20, 2019, CRISPR Therapeutics AG, a leading gene editing company based in Zug, Switzerland, focusing on developing transformative gene-based medicines for serious diseases based on its proprietary CRISPR/Cas9 technology, and each of Goldman Sachs & Co. LLC, Piper Jaffray & Co. and Jefferies LLC, as joint book-running managers, and each of Chardan Capital Markets, LLC, Oppenheimer & Co. Inc., BTIG, LLC and Roth Capital Partners, LLC, as co-managers, entered into an underwriting agreement relating to the public offering of 4,250,000 common shares at a price of USD 64.50 per share, before underwriting discounts. On November 26, 2019, the underwriters exercised in full an over-allotment option granted to them under the underwriting agreement to purchase an additional 637,500 common shares in CRISPR Therapeutics AG at the offer price. Comprising an aggregate 4,887,500 common shares in CRISPR Therapeutics AG, the gross proceeds from the offering, before deducting the underwriter discounts and commissions and other offering expenses, are approximately USD 315.2 m. The base offering closed on November 25, 2019 and the over-allotment option closed on December 2, 2019.
Homburger AG acted as legal counsel to Goldman Sachs & Co. LLC, Piper Jaffray & Co. and Jefferies LLC as the joint book-running managers and representatives of the several underwriters in the offering. The Homburger team comprised partner Frank Gerhard and associate Lorenzo Togni (both Corporate | M&A and Capital Markets).
On December 4, 2019, Amun AG (Amun), a Zug-based special purpose issuance vehicle of the fintech group Amun, successfully issued and listed a new Series of Products (Ticker: MOON) on the SIX Swiss Exchange. These Products are linked to the performance of the "Amun Sygnum Platform Winners Index". The purpose of this index is to track the financial performance of the largest native tokens of original protocols. The index reflects the trend towards blockchain protocols forming the basis of economic activity in future, while eliminating the risk of any individual protocol failing or being superseded by better technology. The Products are fully collateralized by the underlying components, at the time of launch consisting of Bitcoin (BTC), Ethereum (ETH), Eos EOS), Cardano (ADA), Neo (NEO), and Binance Coin (BNB).
Homburger advised Amun with respect to all aspects of Swiss law. The Homburger team was led by partner Benjamin Leisinger (Capital Markets) and comprised associate Urs Meier (Banking and Finance, Technology and Digital Economy) and paralegal Ganna Goncharova (Banking and Finance).
On October 29, 2019, Digital Realty Trust Inc. (NYSE: DLR) announced that it entered into a business combination agreement with InterXion Holding N.V (NYSE: INXN), a provider of data centre services based in the Netherlands.
Homburger acted as Swiss counsel to Digital Realty Trust Inc. and advised on all Swiss law aspects of the transaction. The Homburger team was led by partner Daniel Hasler, and included associates Marc Hanslin and Carlo Sulser as well as junior associate Gregor Schifferle (all Corporate | M&A).
On November 28, 2019, TEMENOS AG (the Issuer) successfully completed the issuance of CHF 220 m 1.50 % Bonds due 2025 (the Bonds). The Bonds are traded on the SIX Swiss Exchange.
Homburger acted as counsel to TEMENOS AG. The Homburger team included partners Dieter Gericke (Corporate | M&A) and Stefan Oesterhelt (Tax), as well as counsel Eduard De Zordi (Banking and Finance | Capital Markets).