Gesellschaftsrecht / M&A

IP / IT

Steuern

Wettbewerb

Clariant

On January 3, 2022, Clariant announced that it has completed the sale of its Pigments business to a consortium of Heubach Group and SK Capital Partners and reinvested approx. CHF 115 m of the purchase price to become a 20% shareholder alongside Heubach Group and SK Capital Partners in the ultimate holding company of the combined Clariant-Heubach Pigments Group. The combined business will be a global pigments player with approximately 3,000 employees generating approx. EUR 1 bn in annual sales.
The enterprise value of the sold Clariant Pigments business amounts to approximately CHF 805 to 855 m on a cash and debt free basis (depending on an earn-out payment of CHF 50 m contingent on the 2021 financial performance of the Clariant Pigments business). Clariant&#8217;s net cash inflow after the rollover and initial debt adjustments, but before the closing account adjustments, taxes, transaction costs and the potential earn-out payment, amounts to approximately CHF 615 m.
Homburger acted as global lead counsel to Clariant. The Homburger team was led by partners Frank Gerhard and Daniel Hasler and comprised lead associate Stefan Blunschi, associates Carlo Sulser and Jasmin Künzle, junior associates Lars Göldi and Luca Ellenberger (all Corporate / M&amp;A), partners Marcel Dietrich, Richard Stäuber, counsel Andreas Burger, associates Allegra Arnold, Jonas Krull and Katharina Bratvogel, and Junior Associate Matthias Müller (all Competition), partner Reto Heuberger and associates Arbnor Sheholli and Philippe Weber (all Tax) as well as partners Gregor Bühler and Luca Dal Molin, and associate Philippe Baumann (all IP / IT).

Homburger advised Clariant in the completion of the sale of its Pigments business to a consortium of Heubach Group and SK Capital Partners and its reinvestment in the combined Clariant-Heubach Pigments Group

Finanzierungen und Anlageprodukte

On June 14, 2021, Clariant announced that it has reached an agreement for the divestment of its Pigments business to a consortium of Heubach Group and SK Capital Partners. At the time of closing of the transaction, Clariant will reinvest to become a 20% shareholder alongside Heubach Group and SK Capital Partners in the ultimate holding company (holding the combined Clariant-Heubach Pigments business) at an enterprise value of CHF 805 m to CHF 855 m on a cash and debt free basis, depending on an earn-out payment of CHF 50 m contingent on the 2021 financial performance of Clariant’s Pigments business. The combined business will be a global pigments player with approximately 3,000 employees generating more than EUR 900 m in annual sales and strong service and production capabilities across the globe.
The transaction is expected to close in the first half of 2022, subject to receipt of applicable regulatory approvals and the satisfaction of other closing conditions. Once completed, Clariant will have finalized its intended divestments as part of its portfolio upgrade, having previously divested its Healthcare Packaging and Masterbatches businesses. The Pigments divestment concludes Clariant’s transformation into a high value specialty chemical company with above-market growth, higher profitability, and stronger cash generation.
Homburger acts as global lead counsel to Clariant. The Homburger team is led by partners Frank Gerhard and Daniel Hasler and comprises lead associate Stefan Blunschi, associates Carlo Sulser, Marc Schamaun, Nicola Togni, junior associates Lars Göldi, Rafael Winter, Severin Egloff, Luzius Kaufmann and Urs Stürmer (all Corporate / M&amp;A), partners Marcel Dietrich, Richard Stäuber, counsel Andreas Burger, associates Allegra Arnold, Jonas Krull and Katharina Bratvogel (all Competition), partner Reto Heuberger, associates Marc Vogelsang and Arbnor Sheholli (all Tax), partner Gregor Bühler and associates Philippe Baumann and Daniel Lütolf (all IP / IT) as well as partner Jürg Frick (Financing and Investment Products).

Homburger advises Clariant on the divestment of its Pigments business to a consortium of Heubach Group and SK Capital Partners

Kapitalmarkt

Prozesse

MCH Group

On December 22, 2020, MCH Group AG (MCH Group), a leading international live-marketing company with a comprehensive services network spanning the entire exhibition and event market, completed a recapitalization which improved its equity position by almost CHF 100 m, of which CHF 74.4 m cash proceeds out of a two-tranche capital increase and CHF 24.2 m by way of reduction of an outstanding loan from the Canton of Basel-Stadt.
The capital increases were underwritten by, among others, Lupa Systems LLC (Lupa), an independent private investment company controlled by James Murdoch as a new anchor shareholder. Following the completion of both capital increases, Lupa is expected to hold 32.32% of the shares in MCH Group, certain public sector shareholders will hold 33.34%, and the remaining public shareholders 34.34%.
In the context of the planned recapitalization, MCH Group settled all outstanding legal matters with LLB Swiss Investment AG, AMG Vermögensberatung and Erhard Lee. The shareholders affiliated with Erhard Lee have withdrawn all pending lawsuits before civil courts and supervisory authorities, and have supported the capital raise as implemented.
Homburger AG acted as legal counsel to MCH on this series of transactions and legal cases. The Homburger team was led by partners Hansjürg Appenzeller and Daniel Daeniker, and included lead associate Stefan Blunschi, associates Angela Oppliger and Anna Peter, and junior associates Daniel Madani, Cédric Berger and Oriana Schöni (all Corporate / M&amp;A, Capital Markets) as well as partner Roman Baechler and associate Simon Bachmann (both Litigation), partner Stefan Oesterhelt and associate Marc Vogelsang (both Tax), and partner Richard Stäuber (Competition).

Homburger advised MCH Group AG on a comprehensive recapitalization and settlement of outstanding legal matters

Stefan
Blunschi

Homburger advised Clariant in the completion of the sale of its Pigments business to a consortium of Heubach Group and SK Capital Partners and its reinvestment in the combined Clariant-Heubach Pigments Group

Homburger advises Clariant on the divestment of its Pigments business to a consortium of Heubach Group and SK Capital Partners

Homburger advised MCH Group AG on a comprehensive recapitalization and settlement of outstanding legal matters

Corporate M&A 2022: Switzerland

Corporate M&A 2021: Switzerland

Join the Team

Stefan Blunschi

Karriere

Sprachen

Zulassung

Teams

StefanBlunschi

Homburger advised Clariant in the completion of the sale of its Pigments business to a consortium of Heubach Group and SK Capital Partners and its reinvestment in the combined Clariant-Heubach Pigments Group

Homburger advises Clariant on the divestment of its Pigments business to a consortium of Heubach Group and SK Capital Partners

Homburger advised MCH Group AG on a comprehensive recapitalization and settlement of outstanding legal matters

Corporate M&A 2022: Switzerland

Corporate M&A 2021: Switzerland

Join the Team

Stefan Blunschi

Karriere

Sprachen

Zulassung

Teams

Stefan
Blunschi