Corporate / M&A

Competition

Regulatory

IP / IT

Data Protection

Financing and Investment Products

Avaloq_bw

On December 22, 2020, Avaloq Group (Avaloq), a Swiss-based global leader in digital banking solutions, core banking software and wealth management technology, announced that Japan-based NEC Corporation (NEC, TSE:6701) had completed its acquisition of Avaloq. In the transaction, NEC acquired all outstanding shares from the existing shareholders, which includes the founders, current and former employees as well as private equity firm Warburg Pincus, at an enterprise value exceeding CHF 2 bn.
Homburger acted as global transaction counsel to Avaloq and the majority shareholders. The Homburger team was led by partner Heinz Schärer and included partner David Oser, associates Philippe Baumann and Angela Oppliger and junior associate Cédric Berger (all Corporate / M&amp;A), partner Marcel Dietrich and associates Allegra Arnold and David Waldmeier (all Competition, Regulatory), partners Georg Rauber and Luca Dal Molin and associates Valentin Fluor and Kirsten Wesiak-Schmidt (all IP / IT and Data Protection), partner Jürg Frick and associate Pierina Janett-Seiler (both Financing and Investment Products), as well as associate Marc Vogelsang (Tax).

Homburger advised Avaloq Group and majority shareholders in the completion of NEC Corporation's acquisition of Avaloq Group

Compliance

Financial Market Regulation

Capital Markets

Technology and Digital Economy

Today, December 11, 2020, the Swiss Federal Council decided the following noteworthy aspects that will enter into effect as of February 1, 2021:
<ul>
<li>DLT-Securities: Parts of the Federal Act on the Adaptation of Federal Law to Developments in Distributed Ledger Technology (called the &#8220;DLT Bill&#8221;) that do not depend on the implementing ordinance currently in public consultation will enter into effect early. The DLT Bill will enable Swiss companies to provide for fully ledger-based securities that are represented in a blockchain. This marks an important step in the digitalization of the Swiss company and financial market law.</li>
<li>Limitation on ombudsman affiliation requirement for financial service providers: Financial service providers serving in Switzerland exclusively institutional or professional clients within the meaning of the Swiss Financial Services Act will no longer have to affiliate to an ombudsman. Financial institutions that provide no financial services at all do not have to be affiliated to an ombudsman.</li>
</ul>

Blockchain Securities Made in Switzerland / Limitation on Ombudsman Affiliation Requirement

Dormakaba

Homburger advised dormakaba Group (SIX: DOKA) in a new five-year CHF 525 m syndicated credit facilities agreement with Zürcher Kantonalbank as coordinator, agent and lender and an international consortium of banks consisting of BNP, Credit Suisse, Deutsche Bank, HSBC, SEB, UBS and Unicredit (Sustainability Coordinator). As a key component of the credit facilities agreement, the financing costs are linked to the fulfilment of defined sustainability key performance indicators (KPI) relating to environmental, social and corporate governance criteria (ESG). In addition, the credit facilities agreement is the first in Swiss syndicated loan market that contains an in-built switch mechanism to reference Compounded SARON as near risk-free rate (RFR).
Bernd Brinker, CFO of dormakaba Group, commented the transaction as follows: “We are pleased that, even against the background of the Covid-19 pandemic, we have already now been able to successfully refinance the credit facility that expires next spring and to thereby achieve again contract improvements. By including interest rate-relevant sustainability objectives, we reinforce in close collaboration with our banks our strategic goals and show our commitment to fulfil important ESG criteria.”
Homburger advised dormakaba Group with regard to all legal aspects of the transaction. The Homburger team was led by associate David Borer and partner Hansjürg Appenzeller (both Financing and Investment Products) and included counsels Eduard De Zordi and Lee Saladino (both Financing and Investment Products) as well as partner Stefan Oesterhelt (Tax).

Homburger advised dormakaba Group on its CHF 525 m syndicated credit facilities linked to sustainability targets

We have longstanding experience with international financing transactions, including syndicated lending and acquisition financing, asset financing, export financing, real estate finance and financial restructurings financing. Our core competencies include:
<ul>
<li>Syndicated, secured and unsecured loan financing</li>
<li>Acquisition and export financings as well as financing of real estate transactions</li>
<li>Asset financing, including covered bonds and securitizations</li>
</ul>

Financing Transactions

We lead the way when it comes to developing and documenting investment products, including complex and customized structured products. Our core competencies include:
<ul>
<li>Developing and documenting of structured products</li>
<li>Advising Swiss and international private equity, hedge fund, and other fund managers on the structuring and distribution of funds</li>
<li>Developing and obtaining all authorizations for innovative investment products</li>
</ul>

Financing and Investment Products

Financing Transactions

Investment Products

Main Contacts

Homburger advised Avaloq Group and majority shareholders in the completion of NEC Corporation's acquisition of Avaloq Group

Blockchain Securities Made in Switzerland / Limitation on Ombudsman Affiliation Requirement

Homburger advised dormakaba Group on its CHF 525 m syndicated credit facilities linked to sustainability targets