<h3>Background</h3>
With the implementation of MiFID II / MiFIR in January 2018, the EU introduced a share trading requirement, mandating that European investment firms trade shares only on EU trading venues or on recognized equivalent third-country trading venues. While the European Commission initially granted Switzerland temporary stock exchange equivalence in December 2017, this status was extended only until June 30, 2019. Following that, the European Commission chose not to prolong Switzerland&#8217;s stock exchange equivalence.
In response, the Swiss Federal Council adopted a contingency measure to safeguard its financial market infrastructure. This measure, introduced in November 2018 and later incorporated into the Swiss Financial Market Infrastructure Act (FinMIA), established a requirement for the recognition of foreign trading venues where shares of Swiss companies listed on a Swiss stock exchange (the Swiss Shares) are traded. Recognition is granted only if the regulations of the foreign market do not contain any restrictive measures that impair the trading of Swiss Shares on Swiss trading venues. The Swiss Federal Council maintains a list of jurisdictions whose laws restrict their market participants from trading in Swiss Shares on Swiss trading venues (the Stock Exchange Protection List); to date, only the European Union (including all its member states) has been included on the Stock Exchange Protection List.
As a result of this regime, since July 1, 2019, trading venues in the EU have been prohibited from dual listing Swiss Shares under Swiss law.
<h3>Recent Developments</h3>
The EU amended its legal framework in spring 2024, lifting the restrictions on European investment firms trading in Swiss Shares on Swiss trading venues. As a result, trading in Swiss Shares on Swiss stock exchanges is no longer adversely affected by EU law. Following these events and an overall assessment, the Swiss Federal Council has decided to remove the EU (including all its member states) from the Stock Exchange Protection List with effect from May 1, 2025.
<h3>Relevance for Stock-for-Stock Takeovers</h3>
EU takeover law requires that shares offered as consideration without a cash alternative in a stock-for-stock takeover be listed on a regulated market; Swiss stock exchanges are not considered a &#8249;regulated market&#8250;. As a result, Swiss Shares could not be offered as consideration without a cash alternative in a crossborder public takeover to the shareholders of a target company whose shares were listed on a trading venue the EU unless they were dual listed on a &#8249;regulated market&#8250;.
With the EU’s removal from the Stock Exchange Protection List effective May 1, 2025, EU trading venues will once again be able to admit Swiss Shares to trading. This opens the door for Swiss companies to dual list their Swiss Shares on an EU trading venue, making it possible to offer their Swiss Shares as consideration in crossborder public takeovers without having to offer a cash alternative and thus unlocking new opportunities for crossborder M&amp;A.

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Share-Image Teamplate Deals-and-Cases

On October 16, 2024, Liberty Global Ltd. (NASDAQ: LBTYA, LBTYB and LBTYK) and Sunrise Communications AG (Sunrise) announced the key dates of the spin-off of Sunrise from Liberty Global. After the spin-off, Sunrise, which is Switzerland&#8217;s largest private telecommunications provider, will be an independent, separate publicly traded Swiss company.
As part of the spin-off, Liberty Global shareholders will receive Sunrise Class A shares and Sunrise Class B shares in the form of Sunrise Class A ADSs and Sunrise Class B ADSs. The Sunrise Class A shares will be listed on the SIX Swiss Exchange (SIX) and the Sunrise Class A ADSs will be listed on the Nasdaq Global Select Market (NASDAQ). The spin-off is subject to approval by Liberty Global&#8217;s shareholders. The first day of trading on the NASDAQ and the SIX is scheduled for November 13 and 15, 2024, respectively.
Homburger AG acts as Swiss counsel to Liberty Global and Sunrise. The Homburger team is led by Daniel Daeniker and Daniel (Danny) Häusermann and includes, among others, Carlo Sulser, Patrick Schmidt, Michael Lüchinger, Marilena Balthasar, Felix Beltle and Paula Delissen (all Corporate / M&amp;A, Capital Markets), Stefan Oesterhelt, Laetitia Fracheboud, Juliette Buob and Tanja Niederer (all Tax), Andreas Müller, Jeremy Reichlin and Daniel Bötticher (all Employment and Executive Compensation), Richard Stäuber and Christoph Grüninger (all Competition, Regulatory), Gabriel Kasper (IP / IT), Sarah Fasel (Financing and Investment Products) and Daniel Junginger (Real Estate).

Homburger advises Liberty Global and Sunrise on the Spin-off and Listing of Sunrise on the SIX and NASDAQ

Dali Discount AG_web_640x140

Swiss-based DALI DISCOUNT AG, a leading hard discounter in Southeast Asia, has received multiple equity financings as part of its Series C financing round and its previous financing round from Navegar, Creador, Venturi Partners, the Asian Development Bank, DEG – Deutsche Investitions- und Entwicklungsgesellschaft and other institutional investors.
DALI DISCOUNT operates the first and fastest-growing hard discounter in Southeast Asia and provides quality everyday goods at low prices in its stores.
The Homburger team comprises Andreas Müller, Oliver Kneubühl, Carlo Sulser, Oriana Schöni and Carolina Rodriguez (all Corporate / M&amp;A) and Stefan Oesterhelt and Laetitia Fracheboud (both Tax).

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

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Homburger and Vencora UK Limited

On February 22, 2024, Vencora UK Limited (Vencora), an indirect subsidiary of Volaris Group Inc. and Constellation Software Inc. (CSI), a Canadian-based international provider of software and services (TSX: CSU), announced that its all-cash public tender offer for all publicly held shares of Crealogix Holding AG (Crealogix) has been settled and that the share purchase agreement between certain shareholders of Crealogix and Vencora for the sale of a total of 51.66% of all shares in Crealogix to Vencora has been consummated. As a result, Vencora has acquired a 99.07% stake in Crealogix.
Homburger AG has advised Vencora and CSI on the transaction. The Homburger team is led by Daniel Hasler and comprises Micha Fankhauser, Carlo Sulser, Léonard Aeschlimann Perales, Oliver Kneubühl, Matthias Müller, Caroline Grand and Thomas Waidacher (all Corporate / M&amp;A), Benjamin Leisinger and Manuel Baschung (both Financing and Investment Products), Richard Stäuber and Christoph Grüninger (both Competition, Regulatory).

Homburger has advised Vencora UK Limited on the settlement of its public tender offer for all publicly held shares of Crealogix Holding AG and on the consummation of the share purchase agreement with certain Crealogix shareholders

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Homburger advises Liberty Global and Sunrise on the Spin-off and Listing of Sunrise on the SIX and NASDAQ

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

Homburger has advised Vencora UK Limited on the settlement of its public tender offer for all publicly held shares of Crealogix Holding AG and on the consummation of the share purchase agreement with certain Crealogix shareholders

Swiss-EU Dual Listings Reopen, Easing Cross-Border M&A

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Homburger advises Liberty Global and Sunrise on the Spin-off and Listing of Sunrise on the SIX and NASDAQ

Homburger advises DALI DISCOUNT AG in connection with its Series C financing round and its previous financing round

Homburger has advised Vencora UK Limited on the settlement of its public tender offer for all publicly held shares of Crealogix Holding AG and on the consummation of the share purchase agreement with certain Crealogix shareholders

Swiss-EU Dual Listings Reopen, Easing Cross-Border M&A

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