<h3>Background</h3>
With the implementation of MiFID II / MiFIR in January 2018, the EU introduced a share trading requirement, mandating that European investment firms trade shares only on EU trading venues or on recognized equivalent third-country trading venues. While the European Commission initially granted Switzerland temporary stock exchange equivalence in December 2017, this status was extended only until June 30, 2019. Following that, the European Commission chose not to prolong Switzerland&#8217;s stock exchange equivalence.
In response, the Swiss Federal Council adopted a contingency measure to safeguard its financial market infrastructure. This measure, introduced in November 2018 and later incorporated into the Swiss Financial Market Infrastructure Act (FinMIA), established a requirement for the recognition of foreign trading venues where shares of Swiss companies listed on a Swiss stock exchange (the Swiss Shares) are traded. Recognition is granted only if the regulations of the foreign market do not contain any restrictive measures that impair the trading of Swiss Shares on Swiss trading venues. The Swiss Federal Council maintains a list of jurisdictions whose laws restrict their market participants from trading in Swiss Shares on Swiss trading venues (the Stock Exchange Protection List); to date, only the European Union (including all its member states) has been included on the Stock Exchange Protection List.
As a result of this regime, since July 1, 2019, trading venues in the EU have been prohibited from dual listing Swiss Shares under Swiss law.
<h3>Recent Developments</h3>
The EU amended its legal framework in spring 2024, lifting the restrictions on European investment firms trading in Swiss Shares on Swiss trading venues. As a result, trading in Swiss Shares on Swiss stock exchanges is no longer adversely affected by EU law. Following these events and an overall assessment, the Swiss Federal Council has decided to remove the EU (including all its member states) from the Stock Exchange Protection List with effect from May 1, 2025.
<h3>Relevance for Stock-for-Stock Takeovers</h3>
EU takeover law requires that shares offered as consideration without a cash alternative in a stock-for-stock takeover be listed on a regulated market; Swiss stock exchanges are not considered a &#8249;regulated market&#8250;. As a result, Swiss Shares could not be offered as consideration without a cash alternative in a crossborder public takeover to the shareholders of a target company whose shares were listed on a trading venue the EU unless they were dual listed on a &#8249;regulated market&#8250;.
With the EU’s removal from the Stock Exchange Protection List effective May 1, 2025, EU trading venues will once again be able to admit Swiss Shares to trading. This opens the door for Swiss companies to dual list their Swiss Shares on an EU trading venue, making it possible to offer their Swiss Shares as consideration in crossborder public takeovers without having to offer a cash alternative and thus unlocking new opportunities for crossborder M&amp;A.

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Homburger advises EQT on the sale of an additional 10% in Galderma to L’Oréal, reinforcing L’Oréal’s strategic investment in Galderma

On December 8, 2025, EQT announced the sale of an additional 10% stake in Galderma Group AG (SIX: GALD) by a consortium led by EQT, which includes Sunshine SwissCo GmbH (SSCO), Abu Dhabi Investment Authority (ADIA) and Auba Investment Pte. Ltd. (all acting as sellers) to L’Oréal S.A. for an undisclosed amount. Following the transaction, which is subject to customary regulatory approvals, L’Oréal’s total shareholding in Galderma will rise to 20%, building on its initial investment made in August 2024.
The EQT-led consortium and L’Oréal agreed to customary provisions for an investment of this type. The previously concluded shareholder undertaking between SSCO and L’Oréal will be dissolved effective upon completion of the transaction.
In connection with the increased investment, Galderma will consider nominating two non-independent board candidates from L’Oréal.
Homburger acted as transaction counsel to EQT. The team was led by Frank Gerhard and Margrit Marti, and comprised Carlo Sulser, Estelle Piccard, Jannis Zafeirakos and Viviane Egli (all Corporate / M&amp;A, Capital Markets), Stefan Oesterhelt and Laetitia Fracheboud (both Tax), Richard Stäuber and Giulia Meier (both Competition) as well as Micha Fankhauser (Financial Market Regulation).

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Homburger advises Landis+Gyr on the divestment of its EMEA business to AURELIUS

On September 29, 2025, Landis+Gyr Group AG, a leading global provider of integrated energy management solutions, announced that it has entered into a share purchase agreement to divest its operations in the Europe, Middle East and Africa (EMEA) region to AURELIUS, a global private equity investor, for an enterprise value of USD 215 m. The transaction encompasses the full metering portfolio for residential electricity, ICG electricity, gas, thermal, water, as well as the related integrated solutions for software and services. The divestment includes five production sites across the region and involves a workforce of approximately 2,700 employees. The transaction is subject to customary regulatory approvals and other closing conditions, and is expected to close in Q2 2026.
The Homburger team is led by Daniel Hasler (Corporate / M&amp;A) and includes Anna Peter, Patrick Schmidt, Nicola Togni, Carlo Sulser, Filip Lapadatovic and Fabio Gasser (all Corporate / M&amp;A), Gregor Bühler, Philippe Baumann, Joel Fink and Kristina Martinovic (all IP / IT), Reto Heuberger, Philippe Weber and Juliette Buob (all Tax), Peter Müller (Pension), Richard Stäuber (Competition), as well as Jürg Frick and Stefan Bindschedler (both Financing).

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Homburger advised The SPAR Group Ltd on the sale of its Swiss retail and wholesale business to Tannenwald Holding AG

On September 8, 2025, The SPAR Group Ltd entered into an agreement to sell its entire shareholding in SPAR Holding AG including its Swiss business operations (SPAR Switzerland) to Tannenwald Holding AG. The sale has been completed with immediate effect. SPAR Switzerland operates approximately 358 stores and owns 11 cash &amp; carry outlets and one distribution centre in Switzerland, all under several formats including SPAR, SPAR Express, EUROSPAR, Maxi and TopCC.
The transaction reflects an equity value of CHF 46.5 m and includes potential earn-out payments of up to CHF 30 m due at the end of FY27 based on certain EBITDA milestones.
The Homburger team was led by Frank Gerhard and comprised Patrick Schmidt, Carlo Sulser, Florian Bruggisser, Jannis Zafeirakos and Leon Indov (all Corporate / M&amp;A), Richard Stäuber, Andreas Burger and Kristina Martinovic (all Competition), Stefan Oesterhelt, Reto Heuberger, Juliette Buob and Philippe Weber (all Tax), Stefan Bindschedler (Financing and Investment Products) as well as Luca Dal Molin and Noëmie Beck-Schär (both IP / IT) and Jeremy Reichlin (Employment).

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Homburger advises EQT on the sale of an additional 10% in Galderma to L’Oréal, reinforcing L’Oréal’s strategic investment in Galderma

Homburger advises Landis+Gyr on the divestment of its EMEA business to AURELIUS

Homburger advised The SPAR Group Ltd on the sale of its Swiss retail and wholesale business to Tannenwald Holding AG

Swiss-EU Dual Listings Reopen, Easing Cross-Border M&A

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Homburger advises EQT on the sale of an additional 10% in Galderma to L’Oréal, reinforcing L’Oréal’s strategic investment in Galderma

Homburger advises Landis+Gyr on the divestment of its EMEA business to AURELIUS

Homburger advised The SPAR Group Ltd on the sale of its Swiss retail and wholesale business to Tannenwald Holding AG

Swiss-EU Dual Listings Reopen, Easing Cross-Border M&A

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