Deals & Cases
On May 13, 2019 Luzerner Kantonalbank AG (LUKB) successfully completed the issuance of CHF 250 m 1.80 per cent. Perpetual Additional Tier 1 Notes (the Notes). The Notes are governed by Swiss law, eligible to count towards LUKB's Swiss going concern requirement, and are exempted from the Swiss withholding tax. They will be listed on the SIX Swiss Exchange. LUKB and Zürcher Kantonalbank acted as Joint-Lead Managers on the transaction.
Homburger advised LUKB and Zürcher Kantonalbank as transaction counsel with respect to all aspects of Swiss law. The Homburger team was led by partners René Bösch and Benjamin Leisinger (both Capital Markets) and included partner Dieter Grünblatt (Tax) as well as associates Andreas Josuran and Andrea Ziswiler (both Capital Markets).
On May 16, 2019, GetYourGuide AG (GetYourGuide) announced having closed a Series E financing round of CHF 484 m from a consortium led by the SoftBank Vision Fund (SoftBank). The financing round was joined by co-investors Temasek, Lakestar, Korelya Capital and Heartcore Capital.
The Series E financing comes at a time of significant growth and evolution for GetYourGuide, which has now sold over 25 m tickets to tours and activities through its platform. The global market for tours and activities is expected to reach USD 183 bn in 2020 and represents the fastest-growing major segment of the global tourism industry. To capture the market opportunity, GetYourGuide plans to invest the Series E funding in broadening its global inventory of experiences, deepening the capabilities of its platform to enhance the discovery and booking experience for users, and expanding and diversifying its marketing channels to reach millions of new travelers around the world.
Homburger acted as legal advisor to SoftBank in connection with its investment in GetYourGuide.
The Homburger team was led by partner Frank Gerhard (Corporate | M&A) and included partners Reto Heuberger (Tax) and Georg Rauber (IP | IT), lead associate Guy Deillon (Corporate | M&A), associates Luca Dal Molin, Jeremy Reichlin (both IP | IT) and Marc Vogelsang (Tax), as well as junior associate Luca Baltensperger (Corporate | M&A). Weil, Gotshal & Manges LLP acted as US counsel to SoftBank.
On May 8, 2019, Pfizer Inc. (Pfizer) and Therachon Holding AG (Therachon) announced that Pfizer entered into a definitive agreement to acquire all shares in Therachon for USD 340 m upfront with an additional USD 470 m contingent on the achievement of milestones.
Therachon is a clinical-stage biotechnology company focused on rare diseases, with assets in development for the treatment of achondroplasia and short bowel syndrome (SBS). While Pfizer expands its rare disease portfolio with TA-46 for the treatment of achondroplasia, Therachon will spin-off its SBS program (apraglutide) into a separate, independent company.
Homburger advised Therachon in this transaction, including with respect to the sale of the shares in Therachon and the spin-off of the apraglutide development program.
The Homburger team was led by partner Dieter Gericke (Corporate | M&A) and included partners Stefan Oesterhelt (Tax) and Georg Rauber (IP | IT), lead associate Andreas Müller (Corporate | M&A), and associates Kevin Hubacher, Lorenzo Togni, and Viktorija Tarasova as well as junior associates Frédéric Fitzi and Jasmin Künzle (all Corporate | M&A), associates Marc Vogelsang and Manuel Dubach (both Tax), counsel Peter Müller (Tax; Benefits), associates Irène Suter-Sieber (Employment Law and Executive Compensation), Luca Dal Molin (IP | IT) and Richard Stäuber (Competition | Regulatory). Cooley LLP acted as US counsel to Therachon.
April 2019. NovaGo Therapeutics AG (NovaGo), a Swiss biotech company developing human antibody therapeutics to promote regeneration after cerebral stroke, announced having closed a Series A financing round of CHF 10 m led by BB Pureos Bioventures, LP (Pureos) and strategic partner Neurimmune Holding AG (Neurimmune).
Pureos is a venture capital fund that exclusively invests in private innovative drug development companies, with a special emphasis on the next generation of biological drugs and drug formats.
Homburger acted as legal advisor to Pureos in connection with its investment in NovaGo. The Homburger team was led by partner Dieter Gericke and included associate Nicola Togni and Mimoza Vejseli (all Corporate | M&A).
On April 29, 2019, Sika Capital B.V. issued EUR 500 m 0.875 per cent. Series 1 Bonds due 2027 and EUR 500 m 1.500 per cent. Series 2 Bonds due 2031 (collectively, the Bonds), unconditionally and irrevocably guaranteed by Sika AG. While the Bonds are governed by English law, Sika AG's guarantees thereof are governed by Swiss law. Application has been made for the Bonds to be admitted to the official list of Euronext Dublin and to trading on Euronext Dublin's regulated market.
Homburger advised the Joint Lead Managers with respect to all Swiss law aspects of the transaction. The Homburger team was led by partner Daniel Daeniker (Corporate | M&A and Capital Markets) and included partner Stefan Oesterhelt (Tax), counsel Eduard De Zordi, associate Andreas Josuran and paralegal Ganna Goncharova (all Capital Markets).
New York Life Global Funding issued CHF 650 m Bonds in the form of a GIC bond. Credit Suisse AG acted as lead manager, together with UBS AG. The Bonds will be listed on the SIX Swiss Exchange.
Homburger acted as counsel to Credit Suisse AG. The Homburger team consisted of partner René Bösch (Capital Markets) and counsel Eduard De Zordi (Capital Markets).
Am 12. April 2019 wählte die Generalversammlung des Milchverarbeiters HOCHDORF Holding AG (SIX: HOCN) auf Antrag der ZMP Invest AG und gegen den Willen des Verwaltungsrates einen neuen Präsidenten sowie zwei neue Verwaltungsratsmitglieder. Der amtierende Präsident und ein weiteres Verwaltungsratsmitglied wurden nicht wiedergewählt. Zudem lehnte die Generalversammlung die vom Verwaltungsrat beantragte Dividende ab und verweigerte den Organen die Entlastung. Die Generalversammlung ist damit sämtlichen Anträgen der ZMP Invest gefolgt. Die ZMP Invest ist die Anlagefirma der Zentralschweizer Milchproduzenten (ZMP) und hält 14.5% der Hochdorf Holding.
Homburger beriet die ZMP Invest in dieser Sache. Das Homburger-Team wurde von Daniel Häusermann geleitet, mit Dieter Gericke als verantwortlichem Partner (beide Gesellschaftsrecht | M&A), und umfasste weiter Partner Roman Baechler (Prozesse), Associate Richard Stäuber (Wettbewerb | Regulierung) und Praktikantin Isabel Guth (Gesellschaftsrecht | M&A).
Homburger acted as counsel to Citibank Europe plc, UK Branch in its capacity as Agent, and Citibank, N.A., London Branch, in its capacity as Coordinator, Bookrunner, Mandated Lead Arranger or Original Lender under a Swiss law governed revolving credit facility agreement establishing a CHF 750 m multicurrency revolving credit facility for Sika AG as Borrower and a syndicate of banks consisting of Credit Suisse (Schweiz) AG, HSBC Bank plc, London, Zurich Branch, UBS Switzerland AG and Zürcher Kantonalbank as Bookrunners, Mandated Lead Arrangers or Original Lenders. The revolving credit facility agreement was signed on April 1, 2019.
Homburger advised Citibank Europe plc, UK Branch and Citibank, N.A., London Branch as well as the other syndicate banks with regard to all legal aspects of the financing transaction.
The Homburger team was led by partner Jürg Frick (Banking and Finance) and included partner Stefan Oesterhelt (Tax) as well as associate Stefan Bindschedler (Banking and Finance).
On April 4, 2019, Santhera Pharmaceuticals Holding AG (SIX: SANN) announced that it had raised new liquid funds of up to CHF 22.1 m through a private placement of an aggregate of 500,000 new shares (resulting in gross proceeds of CHF 7.1 m), and earlier through a syndicated credit line facility in the amount of up to CHF 15 m.
Homburger acted as legal and tax counsel to Santhera. The Homburger team was led by partner Dieter Gericke (Corporate | M&A) and comprised partner Jürg Frick, counsel Eduard De Zordi (both Banking and Finance), partner Stefan Oesterhelt (Tax), associates Daniel Häusermann and Lorenzo Togni (both Corporate | M&A), as well as associate Simone Gloor and junior associate Kristof Reber (both Banking and Finance).
On April 8, 2019, Nice & Green SA (N&G) and Kuros Biosciences AG (Kuros) entered into an investment agreement regarding N&G's investment of up to CHF 5 m in Kuros. The investment is made on the basis of an equity-lined debt instrument issued by Kuros consisting of convertible notes issued in twelve equal tranches representing 100,000 shares to be drawn over twelve months against issuance of convertible notes. The convertible notes are mandatory convertible into equity at the discretion of N&G within a period of 12 months after their issuance, with a conversion rate of 95% of the lowest volume-weighted average price during the six trading days preceding the conversion date.
Based in Nyon, Switzerland, N&G is a private company which specializes in financing solutions tailored to the requirements of listed growth companies in the biotech and cleantech industries.
Homburger acts as legal advisor to N&G in connection with the investment agreement. The Homburger team is led by partner Frank Gerhard and includes associate Nicola Togni (both Corporate | M&A).