Corporate / M&A

Data Protection

IP / IT

Siegfried

On September 29, 2020, Siegfried Holding AG (SWX: SFZN) announced that it has entered into a purchase agreement with Novartis AG (SWX: NOVN) regarding the acquisition of the pharmaceutical manufacturing sites in El Masnou and Barberà des Vallès (both Barcelona province, Spain). The parties did not disclose the purchase price.
As part of the transaction, Novartis and Siegfried have entered into various agreements regarding their cooperation during the carve-out and integration phase and providing for multi-year purchase commitments for the manufacturing and supply of relevant Novartis products. Subject to customary closing conditions and the necessary regulatory approvals, the transaction is expected to close at the end of 2020.
Homburger has acted as Swiss counsel to Siegfried in this transaction. The Homburger team was led by associate Marc Hanslin (Corporate / M&amp;A) and included associates Jeremy Reichlin (Data Protection / Privacy) and Kirsten Schmidt (IP / IT and Data Protection / Privacy).

Homburger has advised Siegfried on the acquisition of two Novartis manufacturing sites in Spain

Capital Markets

Competition

Dufry_bw

On October 5, 2020, Dufry AG announced that Dufry (SIX: DUFN) and Alibaba Group (NYSE: BABA; HKEX: 9988) have agreed to enter into a collaboration to jointly explore and invest in opportunities in China to develop the travel retail business and to enhance Dufry’s digital transformation, and to form a JV.
Dufry further announced that it will propose to its extraordinary general meeting on October 6, 2020 an ordinary capital increase of 25 m new shares, which would result in gross proceeds of approximately CHF 700 m from the previously announced rights offering. The envisaged proceeds are planned to be used to finance the previously announced acquisition of all remaining equity interest in Hudson Ltd. (NYSE: HUD) and for general corporate purposes, which may include the setup and operations of the JV. 
In connection with this collaboration and the rights offering, Dufry has secured a CHF 250 m equity investment commitment from Alibaba Group to purchase offered shares not taken up by existing shareholders or purchased by Advent International, up to a maximum of 9.99% of the post-offering share capital in Dufry. Alibaba Group agreed to invest at the same price per share as Advent International, which has previously committed to invest up to CHF 455 m at CHF 28.50, even if the offer price determined in the bookbuilding procedure should be lower.
Homburger acts as counsel to Dufry. The Homburger team was led by partners Frank Gerhard and Andreas Müller and comprised associates Marc Hanslin and Carlo Sulser and junior associates Philipp Stiegeler and Daniel Madani (all Capital Markets; Corporate / M&#038;A) as well as partners Richard Stäuber (Competition / Regulatory) and Dieter Grünblatt (Tax).

Homburger advised Dufry on the strategic joint venture with Alibaba Group and its CHF 250 m equity investment commitment in the context of the planned CHF 700 m rights offering

Dufry

On September 10, 2020, Dufry AG announced that it will convene an extraordinary general meeting to approve an ordinary capital increase for a rights offering targeting gross proceeds of approximately CHF 500 m. The envisaged proceeds are planned to be used to finance the previously announced acquisition of all remaining equity interest in Hudson Ltd. and for general corporate purposes.
In this context, Dufry has secured a CHF 415 m equity investment commitment from funds managed by Advent International Corporation and its affiliates to purchase offered shares not taken up by existing shareholders at a fixed subscription price of CHF 28.50 per share, even if the offer price determined in the bookbuilding procedure is below CHF 28.50. If the offer price so determined is above CHF 28.50, Advent International&#8217;s commitment is no longer valid and it has no obligation to purchase offered shares.
Homburger acts as counsel to Dufry. The Homburger team was led by partners Frank Gerhard and Andreas Müller and comprised associates Marc Hanslin and Carlo Sulser and junior associate Daniel Madani (all Capital Markets; Corporate / M&amp;A) as well as partner Richard Stäuber (Competition).

Marc
Hanslin

Homburger has advised Siegfried on the acquisition of two Novartis manufacturing sites in Spain

Homburger advised Dufry on the strategic joint venture with Alibaba Group and its CHF 250 m equity investment commitment in the context of the planned CHF 700 m rights offering

Homburger advised Dufry on the CHF 415 m equity investment commitment from Advent International in the context of the planned rights offering

Structuring Cross-border Transactions

Verantwortlichkeit des Verwaltungsrats für Konzerndarlehen - Besprechung der Urteils 4A_268/2018 des schweizerischen Bundesgerichts vom 18. November 2019

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Marc Hanslin

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Homburger has advised Siegfried on the acquisition of two Novartis manufacturing sites in Spain

Homburger advised Dufry on the strategic joint venture with Alibaba Group and its CHF 250 m equity investment commitment in the context of the planned CHF 700 m rights offering

Homburger advised Dufry on the CHF 415 m equity investment commitment from Advent International in the context of the planned rights offering

Structuring Cross-border Transactions

Verantwortlichkeit des Verwaltungsrats für Konzerndarlehen - Besprechung der Urteils 4A_268/2018 des schweizerischen Bundesgerichts vom 18. November 2019

Join the Team

Marc Hanslin

Career

Languages

Bar Registration

Teams

Marc
Hanslin