Deals & Cases

On August 22, 2011, Gilde Buy Out Partners announced the acquisition of the Spandex Group from Gerber Scientific, Inc. by funds managed by Gilde as well as Spandex management. Spandex is a leading supplier to the sign making and display industry with headquarters in Rümlang, Switzerland.

Gilde Buy Out Partners was advised as to Swiss law 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 Benedikt Maurenbrecher (Financial Services) as to matters of transaction financing. The team further included partner Daniel Haeberli (Financial Services), associates Anne Sabine Zoller and Eric Sibbern (both Corporate | M&A), associate Jürg Frick (Financial Services), as well as partner Reto Heuberger and associate Stefan Oesterhelt (both Tax).

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On August 18, 2011, Huntsman Gay Global Capital, LLC, a Silicon Valley based private equity firm, successfully closed the acquisition of a majority stake in Zug based hybris AG, a provider of cross-channel commerce software. Financial terms were not disclosed.

The acquisition was conducted by way of a two-step process whereby Huntsman Gay purchased a majority stake in hybris AG and contributed, together with 3624692 Canada Inc., the shares of iCongo Holdings Inc., a Canadian company, to hybris AG.

Huntsman Gay was advised as to Swiss law by Homburger. The Homburger team was led by partner Daniel Daeniker (Corporate | M&A and Financial Services) and comprised partner Reto Heuberger (Tax) and Daniel Haeberli (Financial Services) as well as associates Daniel Hasler (Corporate | M&A), Ansgar Schott (Financial Services), Nadine Wahlquist (Corporate | M&A), Kim Zindel (Tax) and junior associate Marc Hanslin.

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On August 4, 2011, Dufry AG, listed on the SIX Swiss Exchange (DUFN), announced the signing and closing of several acquisitions in five emerging markets, comprising Interbaires, the leading airport retailer in Argentina, airport retail operations in Uruguay, Ecuador, Armenia and Martinique, as well as a wholesale platform.

The new businesses add 21 shops in ten airports with a total retail space of around 13,500 square meters to Dufry’s portfolio. Dufry paid a combined purchase price of USD 957 million. The acquisitions have been fully debt financed. In connection therewith, Dufry entered into a new credit facility of USD 1 billion and re-structured its existing CHF 800 million and USD 435 million facility agreement. Through this financing, Dufry almost doubled its available credit lines to an aggregate total of CHF 1,800 million.

Dufry AG was advised as to Swiss law by Homburger on this transaction and on its financing. The Homburger team was led by partner Frank Gerhard (Corporate | M&A) and comprised associates Jürg Frick (Financial Services), Julien Gander (Corporate | M&A) and Stefan Oesterhelt (Tax).

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On May 27, 2011, Credit Suisse AG closed its second issuance under its Covered Bond Programme established in November 2010. EUR 1 bn of Covered Bonds with a 5 years maturity were issued by Credit Suisse AG Guernsey Branch and are irrevocably guaranteed as to payments by Credit Suisse Hypotheken AG. The Covered Bonds are indirectly backed by a portfolio of mortgages from Credit Suisse's domestic mortgage pool.

The Credit Suisse legal team was led by Claude Jehle. Credit Suisse as issuer and Credit Suisse Hypotheken AG as guarantor were advised as to Swiss law by Homburger. The Homburger team comprised partners Benedikt Maurenbrecher (Financial Services), Dieter Grünblatt (Tax), Ueli Huber and Claude Lambert (both Corporate | M&A), as well as counsel Eduard de Zordi (Financial Services) and associates Ansgar Schott, Stefan Kramer (both Financial Services) and Kim Zindel (Tax).

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On June 6, 2011, UBS closed its fifth issuance under its Covered Bond Programme established in September 2009. EUR 1 bn of  Covered Bonds with a 5 years maturity were issued by UBS AG, London Branch and are guaranteed by UBS Hypotheken AG. The Covered Bonds issued under the Programme are indirectly backed by a portfolio of mortgages from UBS AG's domestic mortgage pool.

The UBS legal team was led by Daniel Morales and Robert Clarke. UBS AG as issuer and UBS Hypotheken AG as guarantor were advised as to Swiss law by Homburger. The Homburger team advising on the UBS Covered Bond Programme comprises partners Benedikt Maurenbrecher and Daniel Haeberli (both Financial Services), Dieter Grünblatt (Tax), Ueli Huber and Claude Lambert (both Corporate | M&A), and includes associates Stefan Kramer, Ansgar Schott,  André Terlinden (all Financial Services) and Kim Zindel (Tax).

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SCOR and AEGON have entered into an agreement pursuant to which SCOR will acquire the mortality risk reinsurance business of Transamerica Re, a part of AEGON. Through this acquisition, SCOR becomes the second largest Life reinsurer in the United States. The total consideration for the acquired business amounts to approximately USD 912 million.

Homburger advised SCOR as to Swiss law. The Homburger team comprised partner Dieter Gericke (Corporate | M&A) and associate André Terlinden (Financial Services).

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On April 26, 2011, Clariant AG, listed on the SIX Stock Exchange (SIX: CLN), announced that it had successfully completed the acquisition of a 96% majority stake in Süd-Chemie AG, a German specialty chemicals company headquartered in Munich, Germany, and listed on the Frankfurt Stock Exchange. A related rights issue with gross proceeds of CHF 368 million was completed on April 18, 2011.

The total value of the acquisition was CHF 2.5 billion (EUR 2.0 billion). The capital increase with a total market value of approximately CHF 1.1 billion (EUR 880 million) was completed on April 18, 2011 and consisted of a rights issue to current shareholders of Clariant AG, an international offering of the rump shares to new investors, with gross proceeds of approx. CHF 368 million, and the issuance of additional shares to certain former shareholders of Süd-Chemie AG in exchange for Süd-Chemie shares for approx. CHF 750 million. The remainder of the purchase price was financed by a credit facility in the amount of CHF 1.1 billion and available cash.

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 associates Simon Lang (Corporate | M&A), Daniel Hasler (Corporate | M&A), Jürg Frick (Financial Services) and partner Reto Heuberger (Tax).

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On March 22, 2011, Rieter Group announced its plans to separate its two industrial activities, the textile machinery and the automotive components supply businesses, by distributing in the form of a stock dividend the shares incorporating the automotive division to its shareholders, and to separately list the automotive division under the name of Autoneum Holding AG (Autoneum) on the SIX Stock Exchange Ltd. Subject to formal approval by the Annual General Meeting of Rieter on April 13, 2011, the distribution is expected to take place on May 13, 2011.

The two largest shareholders of Rieter support the proposed transaction and each of the shareholders has agreed to grant Autoneum a subordinated loan in an amount of CHF 12.5 million. In connection with the separation UBS AG, Credit Suisse AG and Zürcher Kantonalbank have agreed with Autoneum on the key terms of a credit facility in the total amount of CHF 285 million.

Homburger is advising Rieter in connection with these transactions. The Homburger team is led by partners Heinz Schärer and Hansjürg Appenzeller (Corporate | M&A), Eveline Saupper (Tax), Marcel Dietrich (Competition) and comprises associates Andrea Rüttimann and Daniel Müller (Corporate | M&A) as well as Lee Saladino and Jürg Frick (Financial Services).

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On February 17, 2011, the French-based private equity firm PAI Partners successfully closed the acquisition of Swissport International AG, the world’s leading provider of ground services to the aviation sector, from the Spanish infrastructure group Ferrovial. The leveraged buy-out transaction amounted to CHF 900 million.

PAI Partners and Swissport were also able to announce the closing of a secured bond financing through an offering by an affiliate of the Swissport group. PAI Partners will now further pursue Swissport’s successful global business model with the current Swissport management.

PAI Partners were advised as to Swiss law by Homburger on this transaction. The Homburger team was led by partners Dieter Grünblatt (Tax | Structuring) and Frank Gerhard (Corporate | M&A) and comprised associates Stefan Oesterhelt (Tax), Simon Lang (Corporate | M&A), Jürg Frick and Christoph Bauer (both Financial Services).

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In mid-February, Credit Suisse Group executed an agreement to put in place USD 3.5 Billion and CHF 2.5 Billion of Tier 1 Buffer Capital Notes, a form of contingent capital, with two strategic investors. In addition, Credit Suisse Group placed USD 2 Billion 7.875% Tier 2 Buffer Capital Notes due 2041 in the capital markets. Homburger advised Credit Suisse Group on all regulatory and transactional aspects in respect of these transactions.

The Homburger team was led by partner René Bösch (Financial Services) and comprised partners Daniel Haeberli (Financial Services) and Markus Weidmann (Tax) as well as counsel Eduard De Zordi and associates Benjamin Leisinger and Ansgar Schott (all Financial Services). Further advice was given by partner Dieter Gericke (Corporate | M&A) and by Homburger's of counsel Dieter Zobl on corporate and capital markets law aspects.

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