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 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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On February 22, 2012, UBS AG announced the issuance of USD 2 billion 7.25% Tier 2 subordinated notes with a maturity of 10 years. The notes constitute a novel loss-absorbing instrument, providing for a full write-down if UBS AG's CET 1 capital falls below 5% of its RWA, and qualify both as tier 2 capital under Basel III standards and as progressive capital component under the new Swiss capital adequacy rules.

Homburger advised UBS on all regulatory and transactional aspects as to Swiss law. The Homburger team comprised partners Benedikt Maurenbrecher (Financial Services), Peter Riedweg and Stefan Oesterhelt (both Tax) and Daniel Daeniker (Corporate | M&A and Financial Services), as well as counsel Eduard De Zordi and associates Stefan Kramer and Lee Saladino (all Financial Services).

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On January 18, 2012, Zürcher Kantonalbank (ZKB) launched a CHF 590m 3.5% Tier 1 Perpetual Subordinated Bonds transaction in the Swiss market, placed through UBS AG and ZKB as Joint-Lead Managers. These Tier 1 Perpetual Subordinated Bonds are a novel instrument, in particular providing for a write down if ZKB's CET 1 capital falls below 7% of its RWA, and qualify as Additional Tier 1 Capital under the new Basel III framework.

Homburger acted as sole transaction counsel to ZKB and UBS. The team was led by partner René Bösch (Financial Services) and comprised partner Dieter Grünblatt (Tax), counsel Eduard De Zordi and associate Anh Huynh (both Financial Services).

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On January 17, 2012, Clariant AG, listed on the SIX Stock Exchange (SIX: CLN), announced that it had successfully priced an Eurobond transaction of EUR 500 million with a tenor of 5 years.

The proceeds are to be used for general corporate purposes so optimizing Clariant's debt maturity profile. After two CHF-Bond issuances (total of CHF 300 million) in May and July 2011 and the placement of a total of four German Certificates of Indebtedness (total of EUR 390 million) in October 2011 including an increase in early January 2012, this bond issuance is the third successful financing step in the debt capital markets over the last nine months.

Clariant AG was advised as to Swiss law by Homburger on this transaction. The Homburger team was led by partner Frank Gerhard (Corporate | M&A) and comprised partner Daniel Haeberli (Financial Services), associate Christoph Bauer (Financial Services) and partner Stefan Oesterhelt (Tax).

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On November 25, 2011, Safra Group and Rabobank entered into a share purchase agreement under which Safra will acquire a majority shareholding (46.07% equity interest and 68.63% voting rights) in Bank Sarasin & Co. Ltd (SIX: BSAN) for 1.04 billion Swiss francs to be paid in cash. The transaction is subject to approval and clearance by the competent authorities in Switzerland and abroad. The deal is likely to be closed during the first half of 2012, and will be followed by a takeover offer to the public shareholders of Bank Sarasin.

Bank Sarasin was advised as to Swiss law by Homburger. The Homburger team was led by partner Daniel Daeniker (Corporate | M&A and Financial Services) and included partner Ueli Huber (Employment), associates Daniel Hasler, Alexander Nikitine and Andrea Rüttimann (Corporate | M&A), Ansgar Schott (Financial Services), Stefan Oesterhelt (Tax), and junior associate Pierre-Yves Marro (Financial Services).

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September | October 2011. European private equity firm Bridgepoint has reached an agreement to acquire the Infront Sports & Media group, one of the world’s most respected and leading international sports marketing companies based in Zug, Switzerland, taking 100 per cent of Infront Holding AG’s shares from Jacobs Holding AG, the Junkermann Group and Dr Martin Steinmeyer for an undisclosed sum. The acquisition is subject to the approval of the antitrust authorities.

Infront has been advised by Homburger. The Homburger team was led by partner Dieter Gericke (Corporate | M&A) as to matters of corporate and M&A and by partner Georg Rauber (IP | IT) as to all other matters. Homburger's advice included all aspects of the transaction, including corporate and M&A, media and marketing rights, licensing, IP and antitrust. The team also included partner Gerald Brei (Competition), associates Emanuel Dettwiler, Daniela Schönenberg and Philippe Jacquemoud (all Corporate | M&A), associate Simon Schären (Financial Services), Martin Thomann (counsel IP | IT and Competition), as well as associates Roman Baechler and Christof Burri (both IP | IT).

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