Deals & Cases

10 of 496 results found.
02/04/2019
Homburger advised UBS Group Funding (Switzerland) AG on its issuance of CHF 400 m 0.875 per cent. Callable Senior Notes guaranteed by UBS Group AG under its Senior Debt Programme

On January 30, 2019, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of CHF 400 m principal amount of bail-inable (TLAC) notes (the Notes) under its Senior Debt Programme, which are guaranteed by UBS Group AG. The Notes will be listed on the SIX Swiss Exchange.

On January 30, 2019, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of CHF 400 m principal amount of bail-inable (TLAC) notes (the Notes) under its Senior Debt Programme, which are guaranteed by UBS Group AG. The Notes will be listed on the SIX Swiss Exchange.


As with UBS's previously issued bail-inable (TLAC) notes, the Notes contain contractual mechanics to (i) bring the Notes into the jurisdiction of the resolution powers of FINMA, should restructuring proceedings be opened with respect to UBS Group AG, so that FINMA may exercise its statutory resolution powers to write-down the Notes and | or convert them into equity of UBS Group AG (i.e., an automatic issuer substitution feature), and (ii) safeguard the recognition of the exercise of such resolution powers by FINMA.


Structural subordination enables FINMA to fully or partially convert or write-down the Notes prior to the operating liabilities of UBS AG. Because the Issuer is currently being used by UBS Group AG to issue notes qualifying as either bail-in bonds or additional tier 1 capital under the (Swiss) Capital Adequacy Ordinance, the Issuer has been declared a "relevant group company" pursuant to art. 2bis of the Swiss Banking Act. This means that FINMA will be able to exercise its statutory resolution powers with respect to the Issuer as well as UBS Group AG, allowing FINMA to take a comprehensive approach in a resolution scenario.


Homburger advised UBS in the structuring of the transaction and on all regulatory and transactional aspects as to Swiss law of the offer, the issuance of the Notes and the listing on the SIX Swiss Exchange.


The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax), as well as counsel Lee Saladino and associates Andreas Josuran and Andrea Ziswiler (all Banking and Finance | Capital Markets).

Read more
02/04/2019
Homburger advises Infront on its acquisition of Youthstream

On January 31, 2019, Infront, a leading international sports marketing company based in Zug, Switzerland, announced that it has entered into an agreement to acquire Youthstream.

On January 31, 2019, Infront, a leading international sports marketing company based in Zug, Switzerland, announced that it has entered into an agreement to acquire Youthstream. Headquartered in Monaco, Youthstream manages, among others, the exclusive and global television, marketing and promotional rights of the FIM MXGP Motocross World Championship which is considered the world's most renowned off-road motorsport event series in the world, taking place across twenty top race tracks in Europe, USA, Russia, Argentina and Asia, culminating in the prestigious Monster Energy FIM Motocross of Nations closing the season.


Homburger is acting as lead counsel to Infront. The Homburger team is led by partner Dieter Gericke (Corporate | M&A) and includes partner Georg Rauber (IP | IT), lead associate Stefan Blunschi, associate Miriam Scherer (both Corporate | M&A), associate Richard Stäuber (Competition | Regulatory) as well as junior associate Luca Baltensperger (Corporate | M&A).


Read more
02/01/2019
Homburger advised UBS Group Funding (Switzerland) AG on its issuance of USD 2.5 bn 7.00 per cent. Tier 1 Capital Notes guaranteed by UBS Group AG

On January 31, 2019, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of USD 2.5 bn 7.00 per cent. Tier 1 Capital Notes (the Notes), which are guaranteed by UBS Group AG.

On January 31, 2019, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of USD 2.5 bn 7.00 per cent. Tier 1 Capital Notes (the Notes), which are guaranteed by UBS Group AG. The Notes are "high-trigger" regulatory capital instruments that are eligible to fulfill UBS Group AG's Swiss going concern requirements. The Notes are the first regulatory capital instruments eligible for Swiss going concern requirements issued by UBS that were also placed in the United States with qualified institutional buyers in reliance on Rule 144A.


The Notes feature a full contractual write-down if (among other events) UBS Group AG's consolidated common equity tier 1 capital falls below 7 per cent. of its consolidated risk weighted assets (a so-called "Trigger Event"). This means that, in the case of the occurrence of a Trigger Event, the Notes will be fully written-down prior to, or at the latest concurrently with, UBS Group AG's other outstanding (high-trigger and low-trigger) regulatory capital write-down instruments. Since the Notes are eligible to fulfill Swiss going concern requirements, they also qualify for an exemption from the Swiss withholding tax that would normally be applicable to bonds directly issued by the Swiss-domiciled Issuer. The Notes are traded on the SIX Swiss Exchange.


Homburger advised UBS with respect to all regulatory and transactional aspects of Swiss law. The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax), as well as counsel Lee Saladino and associates Andreas Josuran and Andrea Ziswiler (all Banking and Finance | Capital Markets).

Read more
01/30/2019
Homburger advises UBS AG in connection with the issuance by Sika AG of CHF 1.3 bn mandatory convertible notes due 2022

On January 8, 2019, Sika AG announced that it made a binding offer to acquire the Parex Group from its current owner CVC Fund V.

On January 8, 2019, Sika AG announced that it made a binding offer to acquire the Parex Group from its current owner CVC Fund V. The Parex Group, headquartered in France, is a leading manufacturer of mortar solutions including facade mortars, tile adhesives, waterproofing, and technical mortars.


The purchase price will be financed by (i) the proceeds from the issuance of the CHF 1.3 bn mandatory convertible notes due 2022 and (ii) a bridge loan. The bridge loan facility has been provided by UBS AG who also acted as sole global coordinator and joint bookrunner for the CHF 1.3 bn mandatory convertible notes due 2022.


UBS AG was advised on this transaction as to Swiss law by Homburger AG. The team was led by partner Daniel Daeniker (Corporate | M&A) and comprised partner Jürg Frick and associate Stefan Bindschedler (both Banking and Finance) for the bridge loan, as well as partner Stefan Oesterhelt (Tax), counsel Eduard De Zordi and associate Andreas Josuran (both Capital Markets) for the mandatory convertible notes.

Read more
01/29/2019
Homburger advises Glaston Corporation in its Acquisition of Bystronic Glass

On January 25, 2019, Glaston Corporation (Glaston) (HEL: GLA1V) announced that it has entered into a stock purchase agreement with Conzzeta AG (SWX: CON) (Conzzeta) to acquire Conzzeta's glass business through the acquisition of Bystronic Maschinen AG and Bystronic Lenhardt GmbH as well as their subsidiaries for an enterprise value of EUR 68 m.

On January 25, 2019, Glaston Corporation (Glaston) (HEL: GLA1V) announced that it has entered into a stock purchase agreement with Conzzeta AG (SWX: CON) (Conzzeta) to acquire Conzzeta's glass business through the acquisition of Bystronic Maschinen AG and Bystronic Lenhardt GmbH as well as their subsidiaries for an enterprise value of EUR 68 m. Glaston has secured debt financing, subject to customary conditions, and equity financing, subject to Glaston's extraordinary general meeting (the EGM) authorizing its board of directors to resolve on the issuance of new shares for the financing of the transaction. Glaston expects the EGM to be held on or about 26 February, 2019.


Homburger acts as Swiss counsel to Glaston. The Homburger team is led by partner Daniel Hasler (Corporate | M&A) and includes partner Gregor Bühler (IP | IT), senior associate Mario Wälti (Corporate | M&A), associate Valentin Fluor (IP | IT) as well as junior associates Isabel Guth (Corporate | M&A) and Noëmie Schär (IP | IT). Peter Müller advises as counsel on tax matters.

Luther Rechtsanwälte mbH acts as German counsel to Glaston.

Read more
01/03/2019
Homburger advised Santhera on its Accelerated Bookbuilt Capital Increase

On December 12, 2018, Santhera Pharmaceuticals Holding AG (SIX: SANN), a Switzerland-based SIX Swiss Exchange-listed specialty pharmaceutical company focusing on the development and commercialization of innovative medicines for rare diseases, announced the launch of an ordinary capital increase, in which the newly created shares were offered through an accelerated bookbuilding.

On December 12, 2018, Santhera Pharmaceuticals Holding AG (SIX: SANN), a Switzerland-based SIX Swiss Exchange-listed specialty pharmaceutical company focusing on the development and commercialization of innovative medicines for rare diseases, announced the launch of an ordinary capital increase, in which the newly created shares were offered through an accelerated bookbuilding. The offering related to 3,133,334 ordinary shares with a nominal value of CHF 1 each. The net proceeds were approximately CHF 20.1 m. The first day of trading of the new shares on SIX Swiss Exchange was December 18, 2018.


Homburger acted as counsel to Santhera. The Homburger team was led by partner Dieter Gericke (Corporate | M&A) and comprised associates Sergio Bortolani, Guy Deillon and Lorenzo Togni (all Corporate | M&A) as well as junior associate Luca Baltensperger (Corporate | M&A). Partner Stefan Oesterhelt provided tax advice.

Read more
01/03/2019
Homburger advises WISeKey International Holding Ltd in its sale of the Quovadis SSL/TLS, PKI technology business for USD 45 m to DigiCert

On December 24, 2018, WISeKey International Holding Ltd (SIX: WIHN), a leading Swiss cybersecurity and IoT company, announced that it has executed a definitive agreement with DigiCert, the leading global provider of TLS/SSL, IoT and other PKI solutions, to sell the QuoVadis SSL/TLS, PKI technology business at a purchase price of USD 45 m.

On December 24, 2018, WISeKey International Holding Ltd (SIX: WIHN), a leading Swiss cybersecurity and IoT company, announced that it has executed a definitive agreement with DigiCert, the leading global provider of TLS/SSL, IoT and other PKI solutions, to sell the QuoVadis SSL/TLS, PKI technology business at a purchase price of USD 45 m. The transaction is expected to close in Q1 2019, subject to the satisfaction of customary closing conditions, including applicable regulatory approvals. The transaction is not subject to any financing condition.


Under the terms of the transaction, WISeKey will retain the ISTANA Platform used to secure, among other things, the connected car industry, as part of its offering in the Internet of Things market, together with its latest blockchain technology. Subject to completing the transaction, WISeKey and DigiCert intend to explore a partnership with respect to common opportunities in the Internet of Things market, using their combined products to enhance mutual offerings.


Homburger AG is acting as lead legal counsel to WISeKey. The Homburger team is led by partner David Oser (Corporate | M&A) and includes partner Reto Heuberger (Tax), associates Rafael Zemp, Mario Wälti, Olivier Bühlmann and Miriam Scherer (all Corporate | M&A), Marc Vogelsang (Tax), and junior associates Isabel Guth and Frédéric Fitzi (both Corporate | M&A). Conyers Dill & Pearman is acting as Bermuda law counsel, and Oppenheimer & Co. Inc. is serving as the exclusive financial advisor to WISeKey.

Read more
12/17/2018
Homburger advises ABB in its divestment of the power grids business to Hitachi

On December 17, 2018, ABB Ltd announced that it entered into an agreement with Hitachi to divest its power grids business. The transaction will further strengthen ABB's focus in digital industries.

On December 17, 2018, ABB Ltd announced that it entered into an agreement with Hitachi to divest its power grids business. The transaction will further strengthen ABB's focus in digital industries.


The transaction values the power grids business at an enterprise value of USD 11 bn. ABB will initially retain 19.9% in the equity of the carved-out power grids business to ensure the transition. For the remaining 19.9%, ABB has a pre-defined exit option at fair market value with a floor price at 90% of the agreed enterprise value, exercisable by ABB three years after closing.


The transaction is expected to be completed by the first half of 2020. ABB intends to return 100% of the estimated net cash proceeds of USD 7.6–7.8 bn from the 80.1% sale to shareholders in an expeditious and efficient manner through a share buyback or similar mechanism.


Homburger advises ABB in this transaction, including with respect to the governance of the joint venture between ABB and Hitachi, the carve-out transactions, the cash return measures and all other Swiss aspects of the transaction. The Homburger team is led by partner Claude Lambert (Corporate | M&A) and includes partners David Oser (Corporate | M&A) and Reto Heuberger (Tax), associates Andreas Müller, Marc Schamaun (both Corporate | M&A) and Marc Vogelsang (Tax) as well as paralegal Maria Braun (Corporate | M&A). Freshfields Bruckhaus Deringer LLP acts as global transaction counsel to ABB.

Read more
12/11/2018
Homburger advised LafargeHolcim Helvetia Finance Ltd on the issuance of CHF 200 m Subordinated Fixed Rate Resettable Notes guaranteed by LafargeHolcim Ltd

On December 7, 2018, LafargeHolcim Helvetia Finance Ltd issued CHF 200 m Subordinated Fixed Rate Resettable Notes (the Notes), guaranteed on a subordinated basis by LafargeHolcim Ltd.

On December 7, 2018, LafargeHolcim Helvetia Finance Ltd issued CHF 200 m Subordinated Fixed Rate Resettable Notes (the Notes), guaranteed on a subordinated basis by LafargeHolcim Ltd. While the Notes are governed by English law, the 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 have been admitted to trading and will be listed on the SIX Swiss 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 and associate Andreas Josuran (both Capital Markets).

Read more
11/29/2018
Homburger advised UBS Group Funding (Switzerland) AG on its issuance of SGD 700 m 5.875 per cent. Tier 1 Capital Notes guaranteed by UBS Group AG

On November 28, 2018, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of SGD 700 m 5.875 per cent. Tier 1 Capital Notes (the Notes), which are guaranteed by UBS Group AG.

On November 28, 2018, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of SGD 700 m 5.875 per cent. Tier 1 Capital Notes (the Notes), which are guaranteed by UBS Group AG. The Notes are "high trigger" regulatory capital instruments that are eligible to fulfill UBS Group AG's Swiss going concern requirements.


The Notes feature a full contractual write-down if (among other events) UBS Group AG's consolidated common equity tier 1 capital falls below 7 per cent. of its consolidated risk weighted assets (a so-called "Trigger Event"). This means that, in the case of the occurrence of a Trigger Event, the Notes will be fully written-down prior to, or at the latest concurrently with, UBS Group AG's other outstanding (high-trigger and low-trigger) regulatory capital write-down instruments. Since the Notes are eligible to fulfill Swiss going concern requirements, they also qualify for an exemption from the Swiss withholding tax that would normally be applicable to bonds directly issued by the Swiss-domiciled Issuer. The Notes are traded on the SIX Swiss Exchange.


Homburger advised UBS with respect to all regulatory and transactional aspects of Swiss law. The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax), as well as counsel Lee Saladino and associate Andrea Ziswiler (both Banking and Finance | Capital Markets).

Read more