Deals & Cases

April 2013. Temenos Group AG (SIX: TEMN), the market leading provider of mission critical software to the financial services industry, announced that it has successfully completed the issuance of a CHF 100 million bond due in 2017.

The proceeds are to be used for general corporate purposes (which may include acquisitions and the repayment of existing debt). The CHF 100 million senior unsecured bond, Temenos’ first ever public debt issuance, has a coupon of 2.75%. The bond received significant demand from investors and was oversubscribed. Arranged by Barclays, Credit Suisse and RBS as joint lead managers and BZ Bank as co-lead manager, the bond has been listed on the SIX Swiss Exchange.

Temenos Group was advised by Homburger on this transaction. The Homburger team was led by Dieter Gericke (Partner, Corporate | M&A) and included Stefan Oesterhelt (Partner, Tax), Eduard de Zordi (Counsel, Financial Services), as well as Roland Lüthy (Associate, Corporate | M&A).

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April 23, 2013. Dufry AG, listed on the SIX Swiss Exchange (DUFN), announced the closing of the acquisition of 51% of the travel retail business of Folli Follie Group, listed on the Athens Stock Exchange. The business is the leading travel retailer in Greece with 111 shops and more than 18,000 square meters of retail space and generated in 2012 a turnover of EUR 300 million. The consideration for the 51% equity stake in the carved-out target business was approx. EUR 200 million (in total approx. CHF 242 million).

In connection with this transaction, in October 2012, Dufry raised CHF 294 million through the placement of new shares via an accelerated bookbuilding, refinanced its existing revolving credit facility of CHF 415 million through a new committed 5 year facility of CHF 650 million with a syndicate of banks and, finally, placed US dollar-denominated senior notes in an aggregate principal amount of USD 500 million of approximately CHF 502 million.

Dufry was advised as to Swiss law by Homburger on this transaction and its financing. The Homburger team was led by partner Frank Gerhard (Corporate | M&A) and comprised partners Gerald Brei (Competition) and Stefan Oesterhelt (Tax), associates Jürg Frick (Financial Services) and Roland Lüthy (Corporate | M&A) as well as junior associate Olivier Baum (Corporate | M&A and Financial Services).

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On April 16, 2013, Schroders plc, the UK’s largest listed asset management company, announced the addition of insurance linked securities to its product offering for institutional clients for the first time, following the acquisition of 30 percent of the share capital of Secquaero Advisors Limited, an insurance linked securities investment management business in Switzerland. As at March 31, 2013, Secquaero advised assets under management of approximately USD 280 million.

The Homburger team advising Schroders included partners David Oser (Corporate | M&A), Reto Heuberger (Tax) and associates Jürg Frick (Financial Services) and Eric Sibbern (Corporate | M&A).

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On March 26, 2013, Temenos Group AG (SIX: TEMN), the market leader provider of mission critical software to the financial services industry, announced the refinancing of its existing USD 350 million banking facilities, which were due to expire in February 2014.

The new USD 350 million banking facilities comprise a USD 100 million term loan and a revolving credit facility of USD 250 million, both of which expire in March 2017. The facilities were provided by the same five large financial institutions as the previous facilities.

Temenos Group was advised as to Swiss law by Homburger. The Homburger team was led by partner Dieter Gericke (Corporate | M&A) and included partner Dieter Grünblatt (Tax), associates Marco Toni (Corporate | M&A) and Claude Aemisegger (Tax).

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On March 27, 2013, Evolva Holding SA, an SIX listed holding company (SIX: EVE) focused on using its biosynthetic and evolutionary technologies to discover and provide innovative, sustainable ingredients for health, nutrition and wellness, successfully raised gross proceeds of approximately CHF 31.3 million through a capital increase.

The capital increase consisted of a rights offering of approximately 52.2 million shares to Evolva's existing shareholders, who were offered the opportunity to subscribe to three new shares for every ten shares held at a subscription price of CHF 0.60 each. Approximately 24.2 million shares were taken up pursuant to the exercise of rights, and the approximately 28.0 million remaining shares were placed with Cargill, Inc. and a group of institutional investors who had made pre-commitments to purchase a certain number of the shares. In addition, the company issued 14 million shares that are being held as treasury shares. The listing of the new registered ordinary shares issued in connection with the transaction on the SIX Swiss Exchange became effective on March 21, 2013.

Evolva Holding was advised as to Swiss law by Homburger. The Homburger team was led by partner Hansjürg Appenzeller (Corporate | M&A), and included counsel Lee Saladino (Financial Services) and associates Roland Lüthy and Guy Deillon (both Corporate | M&A).

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December 27, 2012. Clariant AG (SIX: CLN), a world leader in specialty chemicals, has announced that it has signed an asset and share purchase agreement to divest the Textile Chemicals, Paper Specialties, and Emulsions businesses to SK Capital, a US-based private investment firm. Together, these three global divisions generate revenues of approximately CHF 1.2 billion, operate from 25 facilities around the world and employ approximately 3,000 employees in 35 countries. The total transaction value is approximately CHF 502 million. The transaction is expected to close by the end of the second quarter of 2013.

Homburger was lead legal advisor to Clariant in this transaction. The Homburger team was led by partner Frank Gerhard (Corporate | M&A) and comprised partners David Oser (Corporate | M&A), Reto Heuberger (Tax), Gerald Brei (Competition), Daniel Haeberli (Financial Services), Georg Rauber (IP | IT) as well as associates Daniel Hasler and Matthias Maurer (both Corporate | M&A), Roman Perrig (Corporate | M&A and IP | IT), Jürg Frick (Financial Services), Christoph Burri (IP | IT) and junior associates Marco Handle, Dario Marzorati (Corporate | M&A) and Muriel Sevinc (IP | IT).

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December 2012 | January 2013. Endosense SA, Geneva, a pioneer and leader in force-sensing technology focused on improving the efficacy and safety of catheter ablation for the treatment of cardiac arrhythmias, has announced the close of a USD 40.3 million | CHF 37.4 million series C financing.

Led by new investor NGN Capital, the round drew large participation from all existing investors, including Edmond de Rothschild Investment Partners, NeoMed Management, Gimv, VI Partners, Sectoral Asset Management, Ysios Capital Partners and Initiative Capital Romandie.

Homburger advised the lead investor NGN Capital on this transaction. The Homburger team has been led by partner Dieter Gericke (Corporate | M&A) and included associates Emanuel Schiwow (Corporate | M&A), Sergio Bortolani (IP | IT) and junior associate Olivier Baum (Financial Services).

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Gabrielle Nater-Bass and Melissa Magliana of Homburger's Litigation | Arbitration practice team recently achieved a significant victory in arbitration proceedings conducted under the Swiss Rules. The arbitration involved a complex shareholder dispute regarding entitlements out of a shareholder agreement relating to the holding company of an international group of companies with a value estimated at several billion dollars.

Claimant, represented by Homburger, initiated arbitration proceedings in order to enforce a call option exercised under the terms of the shareholder agreement. Respondent disputed the validity of the shareholder agreement as well as the call option contained therein, arguing inter alia that changes in the corporate structure of the group rendered the original agreement and the call option moot and unenforceable. Respondent claimed that as a result, there was no obligation to sell the shares to Claimant and that in any event, any sale would have to take place at market value rather than at the price set forth in the shareholder agreement.

The Arbitral Tribunal in its Final Award followed Claimant's interpretation of the shareholder agreement as well as the terms of the call option in full and granted Claimant the relief sought in this regard, declaring that the call option had been validly exercised and that the relevant shares were to be transferred to Claimant.

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On December 17, 2012, Newron Pharmaceuticals S.p.A., a company based in Italy and listed on SIX Swiss Exchange, announced the completion of the acquisition of Stockholm-based NeuroNova AB from its shareholders, in particular, Healthcap and Investor AB. The shareholders received 2,375,000 newly issued Newron shares, approx. 21.3% in Newron.

Homburger has been advising NeuroNova shareholders on this transaction as to Swiss law. The Homburger team included partner Dieter Gericke and associate Marco Toni (both Corporate | M&A).

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On December 12, 2012, Galderma Pharma SA, a global specialty pharmaceutical company focused on dermatology, announced having entered into a share purchase agreement to acquire Spirig Pharma AG, a leading company in the development, production, and marketing of dermatological products. Spirig’s products treat conditions such as solar damage and skin barrier function impairment. Leading brands include Excipial, Daylong and Daylong Actinica. Based in Egerkingen, the Spirig group generated sales of CHF 98.4 million in 2011 with 390 employees in total.

Homburger acted as legal advisor to Galderma Pharma SA. The Homburger team was led by partner Frank Gerhard (Corporate | M&A) and comprised partner Gerald Brei (Competition) as well as associates Marco Toni (Corporate | M&A) and Kerstin Amrhein (Competition), and junior associates Nathalie Hajek and Luca Angstmann (both Corporate | M&A).

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