Deals & Cases
On May 28, 2019, Egon Zehnder, the world’s leadership consulting firm, announced that it has formalized an agreement to purchase a minority stake in Zurich, Switzerland-based Sinequanon (SQN), a firm that uses AI and advanced analytics to improve workplace culture and performance. SQN is the first to have cracked the code linking culture to performance consistently over time and in every client engagement.
The investment in SQN signals Egon Zehnder’s intent to build on its 55 years of experience shaping leadership and culture through SQN’s unique combination of advanced technology and a human approach to leadership. The companies will work together to disseminate SQN’s Living Analytics™ platform and Flow Operating System™.
SQN’s flowOS™ uses a data-driven and AI-enabled process to identify an organization’s optimal culture and then drives the behavioral change needed by individuals, teams and business units. In its work with clients, flowOS™ has consistently delivered significant improvements in people energy and productivity.
Homburger advised Egon Zender on this transaction. The Homburger team was led by partner David Oser (Corporate | M&A) and included associate Viktorija Tarasova (Corporate | M&A) and junior associate Jasmin Künzle (Corporate | M&A).
On May 13, 2019, St.Galler Kantonalbank AG had announced the increase of its share capital of currently CHF 390'139'820, divided into 5'573'426 registered shares, by issuing up to 420'240 new registered shares and by subsequently increasing the nominal value of the registered shares from CHF 70 by CHF 10 to CHF 80 per registered share. The issuance was successfully completed by the issuance and settlement of all 420'240 new registered shares at a price of CHF 420 per share. The issuance was executed by way of a rights offering to existing shareholders, with the exception of the Canton of St. Gallen, who has waived its subscription rights in advance inter alia increasing the free float in the shares. Registered shares which were not subscribed for via the rights offering were subscribed by the public and institutional investors in the course of a share placement. Zürcher Kantonalbank acted as the sole lead manager for the rights offering and the share placement.
Through the share capital increases, St.Galler Kantonalbank AG intended to further strengthen its equity base and ensure strategic room for maneuver for sustainable growth. In addition, it was intended to prepare for any further increase in regulatory capital requirements at an early stage.
Homburger acted as transaction counsel and advised St.Galler Kantonalbank AG and Zürcher Kantonalbank in the structuring of the share capital increases, on the transaction documentation, and on all Swiss law regulatory, tax and transactional aspects of the issuance, offering and listing of the new registered shares as well as the nominal value increase.
The Homburger team was led by partners René Bösch and Benjamin Leisinger (both Banking and Finance) and included partner Hansjürg Appenzeller (Banking and Finance), partner Stefan Oesterhelt (Tax), counsel Micha Fankhauser (Corporate | M&A) as well as associate Stefan Bindschedler and paralegal Ganna Goncharova (both Banking and Finance).
On May 27, 2019, Aevis Victoria SA (Aevis) (SWX: AEVS) announced that it has successfully placed 46% of the share capital of Infracore SA (Infracore) to Medical Properties Trust (MPT) (NYSE: MPW), a strategic player in the global hospital real estate market. The Infracore shares were placed at a price of CHF 51 per share, valuing the company at approximately CHF 1 bn.
Homburger acted as Swiss counsel to MPT. The Homburger team was led by partner Daniel Hasler (Corporate | M&A) and includes associates Guy Deillon, Marc Schamaun, Christophe Chatelanat and Angela Oppliger (all Corporate | M&A), partner Franz Hoffet (Competition) and associate Stefan Gäumann (Real Estate), counsel Peter Müller and associate Jan Seltmann (Tax).
On May 13, 2019, Luzerner Kantonalbank AG (LUKB) successfully completed the issuance of CHF 250 m 1.80 per cent. Perpetual Additional Tier 1 Notes (the Notes). The Notes are governed by Swiss law, eligible to count towards LUKB's Swiss going concern requirement, and are exempted from the Swiss withholding tax. They will be listed on the SIX Swiss Exchange. LUKB and Zürcher Kantonalbank acted as Joint-Lead Managers on the transaction.
Homburger advised LUKB and Zürcher Kantonalbank as transaction counsel with respect to all aspects of Swiss law. The Homburger team was led by partners René Bösch and Benjamin Leisinger (both Capital Markets) and included partner Dieter Grünblatt (Tax) as well as associates Andreas Josuran and Andrea Ziswiler (both Capital Markets).
On May 16, 2019, GetYourGuide AG (GetYourGuide) announced having closed a Series E financing round of CHF 484 m from a consortium led by the SoftBank Vision Fund (SoftBank). The financing round was joined by co-investors Temasek, Lakestar, Korelya Capital and Heartcore Capital.
The Series E financing comes at a time of significant growth and evolution for GetYourGuide, which has now sold over 25 m tickets to tours and activities through its platform. The global market for tours and activities is expected to reach USD 183 bn in 2020 and represents the fastest-growing major segment of the global tourism industry. To capture the market opportunity, GetYourGuide plans to invest the Series E funding in broadening its global inventory of experiences, deepening the capabilities of its platform to enhance the discovery and booking experience for users, and expanding and diversifying its marketing channels to reach millions of new travelers around the world.
Homburger acted as legal advisor to SoftBank in connection with its investment in GetYourGuide.
The Homburger team was led by partner Frank Gerhard (Corporate | M&A) and included partners Reto Heuberger (Tax) and Georg Rauber (IP | IT), lead associate Guy Deillon (Corporate | M&A), associates Luca Dal Molin, Jeremy Reichlin (both IP | IT) and Marc Vogelsang (Tax), as well as junior associate Luca Baltensperger (Corporate | M&A). Weil, Gotshal & Manges LLP acted as US counsel to SoftBank.
On May 8, 2019, Pfizer Inc. (Pfizer) and Therachon Holding AG (Therachon) announced that Pfizer entered into a definitive agreement to acquire all shares in Therachon for USD 340 m upfront with an additional USD 470 m contingent on the achievement of milestones.
Therachon is a clinical-stage biotechnology company focused on rare diseases, with assets in development for the treatment of achondroplasia and short bowel syndrome (SBS). While Pfizer expands its rare disease portfolio with TA-46 for the treatment of achondroplasia, Therachon will spin-off its SBS program (apraglutide) into a separate, independent company.
Homburger advised Therachon in this transaction, including with respect to the sale of the shares in Therachon and the spin-off of the apraglutide development program.
The Homburger team was led by partner Dieter Gericke (Corporate | M&A) and included partners Stefan Oesterhelt (Tax) and Georg Rauber (IP | IT), lead associate Andreas Müller (Corporate | M&A), and associates Kevin Hubacher, Lorenzo Togni, and Viktorija Tarasova as well as junior associates Frédéric Fitzi and Jasmin Künzle (all Corporate | M&A), associates Marc Vogelsang and Manuel Dubach (both Tax), counsel Peter Müller (Tax; Benefits), associates Irène Suter-Sieber (Employment Law and Executive Compensation), Luca Dal Molin (IP | IT) and Richard Stäuber (Competition | Regulatory). Cooley LLP acted as US counsel to Therachon.
April 2019. NovaGo Therapeutics AG (NovaGo), a Swiss biotech company developing human antibody therapeutics to promote regeneration after cerebral stroke, announced having closed a Series A financing round of CHF 10 m led by BB Pureos Bioventures, LP (Pureos) and strategic partner Neurimmune Holding AG (Neurimmune).
Pureos is a venture capital fund that exclusively invests in private innovative drug development companies, with a special emphasis on the next generation of biological drugs and drug formats.
Homburger acted as legal advisor to Pureos in connection with its investment in NovaGo. The Homburger team was led by partner Dieter Gericke and included associate Nicola Togni and Mimoza Vejseli (all Corporate | M&A).
On April 29, 2019, Sika Capital B.V. issued EUR 500 m 0.875 per cent. Series 1 Bonds due 2027 and EUR 500 m 1.500 per cent. Series 2 Bonds due 2031 (collectively, the Bonds), unconditionally and irrevocably guaranteed by Sika AG. While the Bonds are governed by English law, Sika AG's guarantees thereof are governed by Swiss law. Application has been made for the Bonds to be admitted to the official list of Euronext Dublin and to trading on Euronext Dublin's regulated market.
Homburger advised the Joint Lead Managers 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 Eduard De Zordi, associate Andreas Josuran and paralegal Ganna Goncharova (all Capital Markets).
New York Life Global Funding issued CHF 650 m Bonds in the form of a GIC bond. Credit Suisse AG acted as lead manager, together with UBS AG. The Bonds will be listed on the SIX Swiss Exchange.
Homburger acted as counsel to Credit Suisse AG. The Homburger team consisted of partner René Bösch (Capital Markets) and counsel Eduard De Zordi (Capital Markets).
On April 12, 2019, after a proxy fight led by 14.5% shareholder ZMP Invest AG, which is the investment arm of the Central Switzerland Milk Producers (ZMP), the shareholders of the Swiss dairy and food processor HOCHDORF Holding AG (SIX: HOCN) elected a new chairman of the board and two new directors proposed by ZMP Invest. The incumbent chairman and another director were not re-elected. In addition, shareholders rejected the dividend proposed by the board and did not grant discharge to the directors and officers of the company. Thus, all motions of ZMP Invest were approved.
Homburger advised ZMP Invest in this matter. The Homburger team was headed by Daniel Häusermann, with Dieter Gericke as the responsible partner (both Corporate | M&A), and further comprised partner Roman Baechler (Litigation | Arbitration), associate Richard Stäuber (Regulatory | Competition) and junior associate Isabel Guth (Corporate | M&A).