Homburger advises Sulzer AG in the acquisition of 5 million Sulzer shares from Renova

On April 9, 2018, Sulzer AG (Sulzer) announced that it entered into a binding agreement whereby Renova transfers the ownership of five million Sulzer shares to Sulzer. After completion, Renova will be a 48.83% shareholder of Sulzer. All Renova representative Board members abstained from the decision on this related-party transaction. This transaction is to minimize disruptions to Sulzer’s business that may result from the U.S. Department of the Treasury’s Office of Foreign Assets Control having identified Viktor F. Vekselberg, Sulzer’s largest shareholder, and Renova Group, Moscow, as specially designated nationals pursuant to U.S. sanctions rules effective on April 6, 2018.

The share transfer is planned to occur in the course of this week. Sulzer will purchase the shares at the volume-weighted average share price of the Sulzer shares as quoted on the SIX Swiss Exchange for the period from April 9, 2018 to (and including) April 13, 2018. The purchase price agreed with Renova will be reduced correspondingly if Sulzer, at a later date, sells all or part of the shares from the transaction at a lower price.

Cash proceeds relating to the purchase of shares will be transmitted to the seller only when Sulzer has obtained legal confirmation that such transmission does not expose Sulzer to the risk of primary or secondary sanctions.

Sulzer is advised by Homburger as to the transaction as well as any corporate law and corporate governance aspects. The Homburger team is led by partner Claude Lambert (Corporate / M&A) and includes partner Reto Heuberger and Stefan Oesterhelt (both Tax) as well as associates Andreas Müller (Corporate / M&A) and Richard Stäuber (Competition / Regulatory). Covington & Burling LLP and Kelley Drye & Warren LLP advise Sulzer as to U.S. sanctions aspects.