Deals & Cases

10 of 503 results found.
03/14/2019

On March 14, 2019, EXACOMPTA SAS, France, (Exacompta) and Biella-Neher Holding Ltd., Switzerland, (Biella) have entered into a transaction agreement pursuant to which Exacompta will launch an all cash tender offer for all publicly held registered shares of Biella to acquire Biella for approx. CHF 38.2 m.

On March 14, 2019, EXACOMPTA SAS, France, (Exacompta) and Biella-Neher Holding Ltd., Switzerland, (Biella) have entered into a transaction agreement pursuant to which Exacompta will launch an all cash tender offer for all publicly held registered shares of Biella to acquire Biella for approx. CHF 38.2 m. The offer is subject to customary conditions. Concurrently, the Biella's anchor shareholders have signed a sale agreement with Exacompta as to the sale of approx. 53% of the Biella shares.


The Board of Directors of Biella has unanimously resolved to support the tender offer by Exacompta and to recommend the acceptance of Exacompta's tender offer to Biella's shareholders.


Homburger is acting as counsel to Exacompta in all legal aspects of this transaction. The Homburger team is led by partner Frank Gerhard (Corporate | M&A) and includes partner Reto Heuberger (Tax), lead associate Guy Deillon, associate Olivier Bühlmann (both Corporate | M&A), associate Richard Stäuber (Competition | Regulatory), associate Marc Vogelsang (Tax) as well as junior associate Frédéric Fitzi (Corporate | M&A).

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03/11/2019

BE-terna is a leading full-service provider of enterprise resource planning systems (ERP) in Germany, Austria and Switzerland. A revolving credit facility was also arranged in conjunction with the unitranche financing. The transaction has already been completed.

BE-terna is a leading full-service provider of enterprise resource planning systems (ERP) in Germany, Austria and Switzerland. A revolving credit facility was also arranged in conjunction with the unitranche financing. The transaction has already been completed.


The BE-terna Group has a turnover close to EUR 70 m, employing almost 500 people across 12 sites in Germany, Austria and Switzerland. BE-terna plans to use DPE's investment to stimulate strong organic growth in its core business areas, to continue to broaden its service portfolio and to focus on strategic purchases for medium-term expansion.


DPE has around EUR 1.2 bn in assets under management and is an independent German investment company and one of the largest growth capital providers in Germany. Its investment focus is on SMEs in Germany, Austria and Switzerland in sectors with positive long-term growth prospects. Since being established in 2007, DPE has invested in a total of 24 companies which have made 53 follow-up investments and now employ more than 7,400 people.


Homburger advised DPE with regard to all Swiss law related aspects of the unitranche financing. The Homburger team was led by partner Jürg Frick (Banking and Finance) and included partner Stefan Oesterhelt (Tax) as well as associates Stefan Bindschedler and Urs Meier (both Banking and Finance) as well as paralegal Ganna Goncharova (Banking and Finance).

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03/11/2019

On June 1, 2018, SK Capital Partners, a private investment firm focused on the speciality materials, chemicals and pharmaceuticals sectors, announced that it had entered into an agreement to acquire SI Group, a leading global developer and manufacturer of performance additives and intermediates, which operates 20 manufacturing facilities on five continents with more than USD 1 bn in annual sales and over 2,800 employees worldwide.

On June 1, 2018, SK Capital Partners, a private investment firm focused on the speciality materials, chemicals and pharmaceuticals sectors, announced that it had entered into an agreement to acquire SI Group, a leading global developer and manufacturer of performance additives and intermediates, which operates 20 manufacturing facilities on five continents with more than USD 1 bn in annual sales and over 2,800 employees worldwide. The transaction includes the combination of SI Group with Addivant, a SK Capital portfolio company since 2013 and a leading global producer of specialty additives. The acquisition was completed on October 15, 2018, whereas the conditions subsequent for the acquisition financing were fulfilled on March 8, 2019.


The acquisition was financed, amongst others, through a USD 1,725,000,000 committed debt financing, which was provided by JPMorgan Chase Bank, N.A., HSBC Securities (USA) Inc., Deutsche Bank Securities Inc., Bank of America, N.A., KeyBanc Capital Markets Inc., Citigroup Global Markets, Inc., and Citizens Bank, N.A.


Homburger advised SK Capital Partners with regard to all Swiss law related aspects of the acquisition financing. The Homburger team was led by partner Jürg Frick (Banking and Finance) and included partner Stefan Oesterhelt (Tax) as well as associates Stefan Bindschedler and Andrea Ziswiler (both Banking and Finance).

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03/06/2019

On March 5, 2019, Amun AG (Amun), a Zug-based special purpose issuance vehicle of the fintech group Amun, successfully listed its third series of crypto-linked Exchange Traded Products (ETPs) on the SIX Swiss Exchange.

On March 5, 2019, Amun AG (Amun), a Zug-based special purpose issuance vehicle of the fintech group Amun, successfully listed its third series of crypto-linked Exchange Traded Products (ETPs) on the SIX Swiss Exchange.


The underlying asset of this third series is Ethereum (ETH). The underlying assets are held by or on behalf of Amun through an independent custodian and serve as a reference for the value of the ETPs. They collateralize the respective series on a 1:1 basis. The ETH serving as collateral are purchased on the open market or in direct purchases from designated primary sources of liquidity, including reputable authorized exchanges.


With its three series of products issued so far (HODL, ABTC and AETH), Amun's financial instruments now allow tracking the development of the top-five crypto currencies (i.e. the market) and the two most important crypto currencies (measured by market cap). This enables investors to gain exposure to this new asset class and its most important constituents without directly registering with a wallet provider or crypto exchange.


Homburger advised Amun with respect to all aspects of Swiss law. The Homburger team was led by partners Daniel Haeberli and Benjamin Leisinger (both Capital Markets) and comprised paralegal Ganna Goncharova (Banking and Finance).

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03/04/2019

On February 28, 2019, Oerlikon (SIX: OERL), a leading technology and engineering group, completed the divestment of its Drive Systems Segment to Dana Incorporated (NYSE: DAN) for an enterprise value of CHF 600 m, which is approximately the same amount of cash proceeds expected from the sale.

On February 28, 2019, Oerlikon (SIX: OERL), a leading technology and engineering group, completed the divestment of its Drive Systems Segment to Dana Incorporated (NYSE: DAN) for an enterprise value of CHF 600 m, which is approximately the same amount of cash proceeds expected from the sale.


Based on nearly 100 years of experience, Oerlikon Drive Systems is a global leader in providing high-performance gears, market-leading shifting solutions, power transfer units (PTUs), differentials and planetary drives, as well as innovative solutions for hybrids and e-drives.


Homburger acted as lead counsel to Oerlikon Group in this transaction. The Homburger team was led by partner Daniel Hasler (Corporate | M&A) and included senior associate Mario Wälti, and junior associate Simone Schmid (both Corporate | M&A), as well as partner Franz Hoffet and junior associates Oliver Dalla Palma and Michèle Reinhardt (all Competition | Regulatory).

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02/28/2019

On February 27, 2019, Liberty Global plc (Liberty Global) (NASDAQ: LBTYA, LBTYB AND LBTYK) announced that it has reached a binding agreement to sell its Swiss operation, UPC Switzerland, to Sunrise Communications Group AG (Sunrise) (SIX: SRCG).

On February 27, 2019, Liberty Global plc (Liberty Global) (NASDAQ: LBTYA, LBTYB AND LBTYK) announced that it has reached a binding agreement to sell its Swiss operation, UPC Switzerland, to Sunrise Communications Group AG (Sunrise) (SIX: SRCG). At December 31, 2018, UPC Switzerland's network passed 2.3 m homes and served 1.1 m customers. Liberty Global will sell UPC Switzerland for a total enterprise value of CHF 6.3 bn. Sunrise will acquire the business inclusive of indebtedness and other debt items with an aggregate value of approximately CHF 3.7 bn at December 31, 2018. Closing of the transaction is subject to regulatory approval and approval by Sunrise's shareholders with respect to an associated capital increase.


Homburger AG has advised Liberty Global on the transaction. The Homburger team is led by partners Daniel Daeniker and Daniel Hasler (Corporate | M&A) and comprises Richard Stäuber and Franz Hoffet (Competition | Regulatory), associate Daniel Häusermann (Corporate | M&A), as well as Stefan Oesterhelt and Marc Vogelsang (Tax), associates Micha Fankhauser, Lorenzo Togni, Olivier Bühlmann and Mirko Stiefel (all Corporate | M&A), Luca Dal Molin and Carola Winzeler (IP | IT), Irène Suter-Sieber and Michael Kottmann (Litigation), as well as junior associates Marius Meier (Corporate | M&A) and Michèle Reinhardt (Competition | Regulatory).

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02/27/2019

On February 26, 2019, Amun AG (Amun), a Zug-based special purpose issuance vehicle of the fintech group Amun, successfully listed its second series of crypto-linked Exchange Traded Products (ETPs) on the SIX Swiss Exchange.

On February 26, 2019, Amun AG (Amun), a Zug-based special purpose issuance vehicle of the fintech group Amun, successfully listed its second series of crypto-linked Exchange Traded Products (ETPs) on the SIX Swiss Exchange.


The underlying asset of this second series is Bitcoin (BTC) that, again, is held by or on behalf of Amun through an independent custodian and serves as a reference for the value of the ETPs and collateralizes the respective series on a 1:1 basis. The BTC serving as collateral are purchased on the open market or in direct purchases from designated primary sources of liquidity, including reputable authorized exchanges.


Homburger advised Amun with respect to all aspects of Swiss law. The Homburger team was led by partners Daniel Haeberli and Benjamin Leisinger (both Capital Markets) and comprised paralegal Ganna Goncharova (Banking and Finance).

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02/04/2019

On January 31, 2019, Infront, a leading international sports marketing company based in Zug, Switzerland, announced that it has entered into an agreement to acquire Youthstream.

On January 31, 2019, Infront, a leading international sports marketing company based in Zug, Switzerland, announced that it has entered into an agreement to acquire Youthstream. Headquartered in Monaco, Youthstream manages, among others, the exclusive and global television, marketing and promotional rights of the FIM MXGP Motocross World Championship which is considered the world's most renowned off-road motorsport event series in the world, taking place across twenty top race tracks in Europe, USA, Russia, Argentina and Asia, culminating in the prestigious Monster Energy FIM Motocross of Nations closing the season.


Homburger is acting as lead counsel to Infront. The Homburger team is led by partner Dieter Gericke (Corporate | M&A) and includes partner Georg Rauber (IP | IT), lead associate Stefan Blunschi, associate Miriam Scherer (both Corporate | M&A), associate Richard Stäuber (Competition | Regulatory) as well as junior associate Luca Baltensperger (Corporate | M&A).


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02/04/2019

On January 30, 2019, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of CHF 400 m principal amount of bail-inable (TLAC) notes (the Notes) under its Senior Debt Programme, which are guaranteed by UBS Group AG. The Notes will be listed on the SIX Swiss Exchange.

On January 30, 2019, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of CHF 400 m principal amount of bail-inable (TLAC) notes (the Notes) under its Senior Debt Programme, which are guaranteed by UBS Group AG. The Notes will be listed on the SIX Swiss Exchange.


As with UBS's previously issued bail-inable (TLAC) notes, the Notes contain contractual mechanics to (i) bring the Notes into the jurisdiction of the resolution powers of FINMA, should restructuring proceedings be opened with respect to UBS Group AG, so that FINMA may exercise its statutory resolution powers to write-down the Notes and | or convert them into equity of UBS Group AG (i.e., an automatic issuer substitution feature), and (ii) safeguard the recognition of the exercise of such resolution powers by FINMA.


Structural subordination enables FINMA to fully or partially convert or write-down the Notes prior to the operating liabilities of UBS AG. Because the Issuer is currently being used by UBS Group AG to issue notes qualifying as either bail-in bonds or additional tier 1 capital under the (Swiss) Capital Adequacy Ordinance, the Issuer has been declared a "relevant group company" pursuant to art. 2bis of the Swiss Banking Act. This means that FINMA will be able to exercise its statutory resolution powers with respect to the Issuer as well as UBS Group AG, allowing FINMA to take a comprehensive approach in a resolution scenario.


Homburger advised UBS in the structuring of the transaction and on all regulatory and transactional aspects as to Swiss law of the offer, the issuance of the Notes and the listing on the SIX Swiss Exchange.


The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax), as well as counsel Lee Saladino and associates Andreas Josuran and Andrea Ziswiler (all Banking and Finance | Capital Markets).

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02/01/2019

On January 31, 2019, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of USD 2.5 bn 7.00 per cent. Tier 1 Capital Notes (the Notes), which are guaranteed by UBS Group AG.

On January 31, 2019, UBS Group Funding (Switzerland) AG (the Issuer) successfully completed its issuance of USD 2.5 bn 7.00 per cent. Tier 1 Capital Notes (the Notes), which are guaranteed by UBS Group AG. The Notes are "high-trigger" regulatory capital instruments that are eligible to fulfill UBS Group AG's Swiss going concern requirements. The Notes are the first regulatory capital instruments eligible for Swiss going concern requirements issued by UBS that were also placed in the United States with qualified institutional buyers in reliance on Rule 144A.


The Notes feature a full contractual write-down if (among other events) UBS Group AG's consolidated common equity tier 1 capital falls below 7 per cent. of its consolidated risk weighted assets (a so-called "Trigger Event"). This means that, in the case of the occurrence of a Trigger Event, the Notes will be fully written-down prior to, or at the latest concurrently with, UBS Group AG's other outstanding (high-trigger and low-trigger) regulatory capital write-down instruments. Since the Notes are eligible to fulfill Swiss going concern requirements, they also qualify for an exemption from the Swiss withholding tax that would normally be applicable to bonds directly issued by the Swiss-domiciled Issuer. The Notes are traded on the SIX Swiss Exchange.


Homburger advised UBS with respect to all regulatory and transactional aspects of Swiss law. The Homburger team included partners Benedikt Maurenbrecher, Stefan Kramer (both Banking and Finance | Capital Markets) and Stefan Oesterhelt (Tax), as well as counsel Lee Saladino and associates Andreas Josuran and Andrea Ziswiler (all Banking and Finance | Capital Markets).

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