Deals & Cases
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).
Homburger acted as counsel to Citibank Europe plc, UK Branch in its capacity as Agent, and Citibank, N.A., London Branch, in its capacity as Coordinator, Bookrunner, Mandated Lead Arranger or Original Lender under a Swiss law governed revolving credit facility agreement establishing a CHF 750 m multicurrency revolving credit facility for Sika AG as Borrower and a syndicate of banks consisting of Credit Suisse (Schweiz) AG, HSBC Bank plc, London, Zurich Branch, UBS Switzerland AG and Zürcher Kantonalbank as Bookrunners, Mandated Lead Arrangers or Original Lenders. The revolving credit facility agreement was signed on April 1, 2019.
Homburger advised Citibank Europe plc, UK Branch and Citibank, N.A., London Branch 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 April 4, 2019, Santhera Pharmaceuticals Holding AG (SIX: SANN) announced that it had raised new liquid funds of up to CHF 22.1 m through a private placement of an aggregate of 500,000 new shares (resulting in gross proceeds of CHF 7.1 m), and earlier through a syndicated credit line facility in the amount of up to CHF 15 m.
Homburger acted as legal and tax counsel to Santhera. The Homburger team was led by partner Dieter Gericke (Corporate | M&A) and comprised partner Jürg Frick, counsel Eduard De Zordi (both Banking and Finance), partner Stefan Oesterhelt (Tax), associates Daniel Häusermann and Lorenzo Togni (both Corporate | M&A), as well as associate Simone Gloor and junior associate Kristof Reber (both Banking and Finance).
On April 5, 2019, Holcim Finance (Luxembourg) S.A. issued EUR 500 m Subordinated Fixed Rate Resettable Notes (the Notes), guaranteed on a subordinated basis by LafargeHolcim Ltd. While the Notes are governed by English law, LafargeHolcim Ltd's 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 will be listed on the Luxembourg Stock 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 (Capital Markets, Banking and Finance) and associate Andreas Josuran (Capital Markets, Banking and Finance).
On April 8, 2019, Nice & Green SA (N&G) and Kuros Biosciences AG (Kuros) entered into an investment agreement regarding N&G's investment of up to CHF 5 m in Kuros. The investment is made on the basis of an equity-lined debt instrument issued by Kuros consisting of convertible notes issued in twelve equal tranches representing 100,000 shares to be drawn over twelve months against issuance of convertible notes. The convertible notes are mandatory 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 includes associate Nicola Togni (both Corporate | M&A).
On April 1, 2019, DSV A/S (CPH: DSV) and Panalpina Welttransport (Holding) AG (SIX: PWTN) announced that they have reached an agreement on the terms and conditions of a combination by way of a public exchange offer to all Panalpina shareholders. The exchange offer is recommended by the Panalpina board of directors. Ernst Göhner Foundation, Panalpina's 46% anchor shareholder, has given an undertaking to tender in the public exchange offer.
Pursuant to the public exchange offer, DSV will offer 2.375 DSV shares (with a nominal value of DKK 1 per share) for one Panalpina share. The transaction has an enterprise value of approximately CHF 4.6 bn on the basis of the closing price of DSV and the DKK:CHF exchange rate prior to announcement.
Homburger AG advised Ernst Göhner Foundation in this transaction. The team was led by partners Daniel Daeniker and David Oser (both Corporate | M&A) and comprised associates Daniel Häusermann and Rafael Zemp, junior associates Marius Meier, Dilan Inkaya and Joel Schmidt (all Corporate | M&A) as well as partner Stefan Oesterhelt (Tax).
Helsana darf ihr App-basiertes Bonusprogramm zur Gesundheitsförderung weiterhin anbieten. Homburger vertrat den Krankenversicherer erfolgreich in einem Grundsatzverfahren vor Bundesverwaltungsgericht. Die Klage angestrengt hatte der Eidgenössische Datenschutz- und Öffentlichkeitsbeauftragte. Dieser sah in den Auszahlungen von Bonuspunkten an nur grundversicherte Nutzer der App "Helsana+" eine verbotene Prämienrückerstattung. Das Bundesverwaltungsgericht erachtete dieses Vorgehen von Helsana jedoch als mit dem Krankenversicherungsgesetz vereinbar und als datenschutzrechtskonform. In einem Punkt kritisierte das Bundesverwaltungsgericht eine von Helsana eingeholte Einwilligung unter anderem, weil sie nicht mittels Unterschrift, sondern lediglich per Klick erfolgt war. Helsana hatte ihr Vorgehen diesbezüglich allerdings schon vorgängig angepasst.
Auf Seiten von Homburger beteiligt waren Gregor Bühler (Partner), David Rosenthal (Counsel) und Andreas Burger (Counsel).
On March 25, 2019, Abegg Holding AG (Abegg Holding), a key shareholder of Huber+Suhner AG (Huber+Suhner), announced the successful sale of 2,027,200 shares in Huber+Suhner by way of an accelerated bookbuilding. The placement price was CHF 75 per share, amounting to an aggregate consideration of approx. CHF 152 m. The shares sold represent the entire holding of Abegg Holding in Huber+Suhner. Abegg Holding is a family holding which is owned by Annina Müller-Bodmer. The disposal is made in the context of a repositioning of Abegg Holding’s investment portfolio. Annina Müller-Bodmer increased her privately held stake in Huber+Suhner in the context of the accelerated bookbuilding from approx. 1% to around 3%.
Homburger advised Abegg Holding AG. The Homburger team was led by partner Daniel Hasler (Corporate | M&A) and included partners Jürg Frick (Banking and Finance) and Stefan Oesterhelt (Tax) as well as counsel Micha Fankhauser and associate Aron Waltuch (both Corporate | M&A).
On March 22, 2019, Medacta Group SA (Medacta), a high-growth pure-play orthopaedics company domiciled in Castel San Pietro, Switzerland, announced the launch of its Initial Public Offering (IPO) on SIX Swiss Exchange, the publication of the offering memorandum and the start of the bookbuilding process. The IPO comprises an offering by certain members of the Siccardi family (the Selling Shareholders) of up to 5,700,000 existing shares and an additional up to 855,000 existing shares to cover an over-allotment option granted by the Selling Shareholders to the underwriters. The expected market capitalization of Medacta following the IPO is CHF 1.8 bn to CHF 2.1 bn. The first trading day is anticipated to be April 4, 2019.
Credit Suisse AG and Morgan Stanley & Co. International plc are acting as Joint Global Coordinators and Joint Bookrunners, and UBS AG and J.P. Morgan Securities plc as Joint Bookrunners on the IPO.
Medacta is one of the world's fastest growing orthopaedics companies, with the majority of the revenues deriving from the high-volume hip and knee business lines, complemented by sales of shoulder and spine products. In 2018, Medacta generated revenues of EUR 273 m and an adjusted EBITDA of EUR 88 m. With a global workforce of approximately 970 employees, Medacta has a presence in 12 countries worldwide.
Homburger acts as counsel to the underwriters. The Homburger team is led by partner Frank Gerhard and includes associates Lorenzo Togni and Daniel Häusermann as well as junior associate Jasmin Künzle (all Corporate | M&A and Capital Markets). Partner Stefan Oesterhelt and associate Jan Seltmann (both Tax) provide tax advice.
On March 14, 2019, EXACOMPTA SAS, France, (Exacompta) and Biella-Neher Holding Ltd., Switzerland, (Biella) have entered into a transaction agreement pursuant to which Exacompta will launch an all cash tender offer for all publicly held registered shares of Biella to acquire Biella for approx. CHF 38.2 m. The offer is subject to customary conditions. Concurrently, the Biella's anchor shareholders have signed a sale agreement with Exacompta as to the sale of approx. 53% of the Biella shares.
The Board of Directors of Biella has unanimously resolved to support the tender offer by Exacompta and to recommend the acceptance of Exacompta's tender offer to Biella's shareholders.
Homburger is acting as counsel to Exacompta in all legal aspects of this transaction. The Homburger team is led by partner Frank Gerhard (Corporate | M&A) and includes partner Reto Heuberger (Tax), lead associate Guy Deillon, associate Olivier Bühlmann (both Corporate | M&A), associate Richard Stäuber (Competition | Regulatory), associate Marc Vogelsang (Tax) as well as junior associate Frédéric Fitzi (Corporate | M&A).