Deals & Cases
On July 6, 2020, Molecular Partners AG (SIX: MOLN), a clinical-stage biotech company that is developing a new class of custom-built proteins known as DARPin® therapeutics, successfully completed a private placement with institutional investors of 5,528,089 shares newly issued out of its authorized share capital by way of an accelerated bookbuilding. The shares were placed at CHF 14.50 per share, resulting in gross proceeds of approximately CHF 80.2 m.
Molecular Partners was advised by Homburger in this transaction. The Homburger team was led by partner Dieter Gericke (Corporate | M&A) and included partner Dieter Grünblatt (Tax) and associates Karin Mattle and Lorenzo Togni (both Corporate | M&A).
On June 30, 2020, 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, BofA Securities, Inc. and Jefferies LLC, as joint book-running managers, and each of Canaccord Genuity LLC, William Blair & Company, L.L.C., SunTrust Robinson Humphrey, Inc. and Roth Capital Partners, LLC, as co-managers, entered into an underwriting agreement relating to the public offering of 6,428,572 common shares at a price of $70.00 per share, before underwriting discounts. On June 30, 2020, the underwriters exercised in full an over-allotment option granted to them under the underwriting agreement to purchase an additional 964,285 common shares in CRISPR Therapeutics AG at the offer price. Comprising an aggregate 7'392'857 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 517.5 m. Each of the base offering and the over-allotment offering closed on July 6, 2020.
Homburger AG acted as legal counsel to Goldman Sachs & Co. LLC, BofA Securities, Inc. 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).
Homburger acted as counsel to UBS Switzerland AG in its capacity as Mandated Lead Arranger & Bookrunner, Coordinator, Agent and Lender under a Swiss law governed amended and restated credit agreement increasing the existing revolving credit facility from CHF 90 m to CHF 120 m, between Feintool International Holding AG as Borrower, Guarantor and Parent, Feintool Holding GmbH as Borrower and Guarantor, UBS Switzerland AG as Mandated Lead Arranger & Bookrunner, Coordinator, Agent and Lender, Commerzbank Aktiengesellschaft, Filiale Luxemburg as Mandated Lead Arranger & Bookrunner and Lender and the Lenders party thereto. The amended and restated credit agreement became effective on June 29, 2020.
Homburger advised UBS Switzerland AG and Commerzbank Aktiengesellschaft, Filiale Luxemburg, as well as the other syndicate banks with regard to all legal aspects of the financing transaction.
The Homburger team was led by partner Jürg Frick (Banking and Finance) and included partner Stefan Oesterhelt (Tax) as well as associate Stefan Bindschedler (Banking and Finance).
On July 1, 2020, ABB Ltd announced that it reached a significant milestone in the company's transformation towards a decentralized global technology company, with the completion of the divestment of 80.1% of its Power Grids business to Hitachi, as planned. The divestment allows ABB to focus on key market trends and customer needs such as the electrification of transport and industry, automated manufacturing, digital solutions and increased sustainable productivity.
ABB is a long-term partner of Hitachi and will initially retain a 19.9% equity stake in the joint venture that will operate as Hitachi ABB Power Grids. The joint venture headquartered in Switzerland is a global leader in power systems, with annualized revenues of approximately USD 10 bn and roughly 36,000 employees, serving customers in over 90 countries. The transaction valued the Power Grids business at an enterprise value of USD 11 bn. ABB has a pre-defined option to exit the retained 19.9% shareholding three years after closing.
Homburger advised ABB in the transaction and the carve-out, marking an important turning point in the history of ABB. The Homburger team was led by partners Claude Lambert and Andreas Müller and comprised lead associate Marc Schamaun, junior associates Gregor Schifferle, Therry Lehmann and Cédric Berger and paralegal Maria Braun (all Corporate | M&A), partners Reto Heuberger and Stefan Oesterhelt, associates Marc Vogelsang and Céline Martin and junior associate Luzius Kaufmann (all Tax), partner Jürg Frick and counsel Eduard De Zordi (both Banking and Finance), partner Richard Stäuber and junior associate Urs Stürmer (both Competition | Regulatory), partner Balz Gross and associate Dzevrije Zendeli (both Employment and Executive Compensation), partners Gregor Bühler and Luca Dal Molin and associate Philippe Baumann (all IP | IT). Freshfields Bruckhaus Deringer LLP acted as global transaction counsel to ABB.
On July 1, 2020, Clariant AG (Clariant) (SIX: CLN) announced that it has completed the sale of its entire masterbatches business to PolyOne Corporation (NYSE: POL). Concurrently with the announcement of the transaction, PolyOne also announced that it has changed its name and will now be called Avient Corporation. 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 enterprise value of the sale, which consists of separate transactions for Clariant’s global masterbatches business and its masterbatches business in India, amounts to approximately USD 1,560 m which is equivalent to c. 12.2 times the last twelve months reported EBITDA (ending September 2019).
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, Urs Stürmer, Severin Egloff and Tobias Scheiwiler (all Corporate | M&A), partners Marcel Dietrich and Richard Stäuber, counsel Andreas Burger, associates Allegra Arnold and Jonas Krull (all Competition | Regulatory), partner Reto Heuberger, as well as associates Céline Martin and Marc Vogelsang (all Tax), partners Gregor Bühler and Luca Dal Molin, associates Philippe Baumann, Katrina Frame and Corina Noventa, as well as junior associate Oriana Schöni (all IP | IT).
On June 25, 2020, Metall Zug AG (Metall Zug) and V-ZUG Holding AG (V-ZUG) announced that they had completed the spin-off of V-ZUG from Metall Zug. Within the framework of the spin-off, shareholders of Metall Zug were issued shares in V-ZUG as a dividend in kind, as resolved by the ordinary general meeting of Metall Zug held on April 24, 2020, in proportion to their economic shareholdings in Metall Zug. Following the spin-off, approximately 30% of the shares in V-ZUG will remain with Metall Zug. As part of the spin-off, the shares in V-ZUG were listed on SIX Swiss Exchange (SIX). The first day of trading on SIX of the shares in V-ZUG was June 25, 2020. With a number of anchor shareholders each holding more than 5% of the share capital of V-ZUG together accounting for approximately 31%, the free float of the shares in V-ZUG on the first day of trading was estimated to be approximately 39%. At the opening price of CHF 72 per share, the implied market capitalization of V-ZUG was approximately CHF 462.9 m.
Based in Zug, Switzerland, and with a corporate history spanning more than 100 years, V-ZUG is a market leader in Switzerland in the household appliances sector. The product portfolio includes ovens, steam cookers, microwave ovens, in-wall coffee brewers, hobs, range hoods, dishwashers, washing machines, tumble dryers, washer-dryers and refrigerators. With more than 2,000 employees and operations throughout Europe, Australia, China, Hong Kong and Singapore, V-ZUG generated net revenues totaling CHF 543.6 m in 2019.
Homburger AG acted as legal counsel to each of Metall Zug and V-ZUG. Zürcher Kantonalbank acted as financial advisor and listing agent on the transaction. The Homburger team comprised partner Claude Lambert, associate Lorenzo Togni and junior associate Oliver Kneubühl (all Corporate | M&A and Capital Markets).
On June 26, 2020, Nice & Green SA (N&G) and Evolva Holding SA (Evolva) entered into an investment agreement regarding N&G's investment of up to CHF 12 m in Evolva. The investment is made on the basis of an equity-linked debt instrument issued by Evolva consisting of convertible notes issued in up to four tranches to be drawn over twelve months against issuance of convertible notes. The convertible notes are mandatorily convertible into equity at the discretion of N&G within a period of 12 months after their issuance, with a conversion rate of 95% of the lowest volume-weighted average price during the six trading days preceding the conversion date.
Based in Nyon, Switzerland, N&G is a private company which specializes in financing solutions tailored to the requirements of listed growth companies in the biotech and cleantech industries.
Homburger acts as legal advisor to N&G in connection with the investment agreement. The Homburger team is led by partner Frank Gerhard and included associate Nicola Togni (both Corporate | M&A).
On June 17, 2020, Credit Suisse (Schweiz) AG issued an aggregate of CHF 600 m of covered bonds. The two new series, CHF 200 m 0.0 percent Fixed-Rate Covered Bonds due December 2024 and CHF 400 m 0.250 percent Fixed-Rate Covered Bonds due June 2028, have been issued under its existing Swiss Covered Bonds Programme and will be listed on the SIX Swiss Exchange.
Homburger advised Credit Suisse (Schweiz) AG with respect to all aspects of Swiss law. The Homburger team was led by partner Benjamin Leisinger and included partners René Bösch and Stefan Kramer as well as associates David Borer and Pierina Janett-Seiler (all Capital Markets).
Today, June 18, 2020, SIX Exchange Regulation, in its capacity as a new review body under the Financial Services Act (FinSA) licensed since June 1, 2020, approved the first fully FinSA-compliant base prospectus of Credit Suisse (Schweiz) AG. Credit Suisse's Swiss Covered Bond issuance programme provides for the issuance of Swiss-law governed covered bonds with public offerings and admissions to trading on a trading venue in Switzerland in compliance with the new Swiss prospectus regime.
Homburger advised Credit Suisse (Schweiz) AG with respect to all aspects of Swiss law. The Homburger team was led by partner Benjamin Leisinger and included partners René Bösch and Stefan Kramer as well as associate David Borer (all Capital Markets).
On May 27, 2020, Thermo Fisher Scientific and CSL entered into a strategic long term partnership. Thermo Fisher Scientific will support CSL's product portfolio by leveraging its pharma services network, including drug product development, biologics manufacturing, sterile fill-finish, packaging and clinical trials logistics. Through a long-term lease agreement with CSL, Thermo Fisher Scientific will operate a new state-of-the-art biologics manufacturing facility in Lengnau, Switzerland, when construction is completed in mid-2021.
Homburger advised Thermo Fisher Scientific in all legal matters on its partnership with CSL. The Homburger team included Daniel Daeniker (Corporate | M&A), Luca Dal Molin (IP | IT), Andrea Grimm (Real Estate), Mirko Stiefel (Corporate | M&A) and Andrea Zocchi (IP | IT).