On July 8, 2021, the SIX Swiss Exchange announced the launch of SPARKS, a dedicated new equity segment on the Swiss stock exchange targeting small and medium enterprises (SMEs). The new segment is designed to allow SMEs to raise capital in public offerings, whilst enabling investors to tap the growth potential of SMEs.
With somewhat more relaxed listing requirements compared to the SIX main market &#8211; track record of only 2 years, shareholder base of minimum 50 investors, equity capital of minimum CHF 12 m, and a capital increase of at least CHF 8 m as part of the IPO unless the equity capital is higher than CHF 25 m &#8211; SPARKS targets companies with a market capitalization of less than CHF 500 m. Annual (audited) and semi-annual (unaudited) financial reporting and corporate governance reporting will be applicable, as well as disclosure of important shareholdings, management transactions and events that could affect the share price (ad hoc publicity).
Catering for anticipated lower secondary market trading liquidity, SPARKS will operate a proprietary trading model specifically tailored to companies with smaller market capitalization to give investors the best possible execution. The model will feature a condensed trading window with continuous trading every day, with an opening auction at 3.00 p.m., trading until 5.20 p.m. and a closing auction until 5.40 p.m. SPARKS listed companies can request a transfer to the SIX main market after a certain period, but must transfer to such main market if their average market capitalization exceeds CHF 1 bn over a period of 12 months.
Pursuant to the announcement, the new equity trading segment will go live upon approval by relevant authorities. All necessary applications have been filed.
We believe SPARKS will be an interesting proposition for a number of parties: for SMEs, allowing them to efficiently raise capital whilst taking advantage of less onerous listing requirements, and for their investors, allowing for enhanced liquidity, effective price formation and best execution. We expect the new segment to address an actual need of both companies and investors, by establishing and extending to SMEs an ecosystem for raising public capital for growth. Based on the strength of our leadership and expertise in capital markets, we look forward to helping our clients make optimal use of the new framework at the forefront of the ECM field.

SIX Swiss Exchange - Launch of SPARKS

Corporate / M&A

Capital Markets

Financial Market Regulation

LuKB

Homburger News

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On May 26, 2023, Luzerner Kantonalbank AG (SIX: LUKN) announced that it had successfully closed its rights offering, raising gross proceeds of CHF 489 m. As part of the transaction, existing shareholders of Luzerner Kantonalbank were offered rights to subscribe for new shares at an offer price of CHF 69.00 per new share. New shares in respect of which subscription rights had not been exercised were placed in a rump placement. Zürcher Kantonalbank acted as global coordinator and joint-lead manager.
With the net proceeds from the offering, Luzerner Kantonalbank primarily intends to lay the foundation for the successful further development of its business model, to achieve sustainable growth and at the same time secure long-term flexibility in the context of increasing capital requirements.
Homburger AG acted as transaction counsel to Luzerner Kantonalbank and Zürcher Kantonalbank. The Homburger team included Andreas Müller (Corporate / M&amp;A, Capital Markets), Benjamin Leisinger (Financial Market Regulation, Capital Markets), Lorenzo Togni, Jasmin Künzle and Florian Gasche (all Corporate / M&amp;A, Capital Markets) and Sofiya Shavlak (Financial Market Regulation, Capital Markets). Stefan Oesterhelt provided tax advice.

Homburger advised on the rights offering of Luzerner Kantonalbank AG raising gross proceeds of CHF 489 m

Financing and Investment Products

IP / IT

Data Protection

Employment and Executive Compensation

Competition

Regulatory

Vectivio

On May 22, 2023, VectivBio Holding AG (Nasdaq: VECT), Basel (Switzerland), a clinical-stage biopharmaceutical company pioneering novel transformational treatments for severe rare gastrointestinal conditions, and Ironwood Pharmaceuticals, Inc. (Nasdaq: IRWD), a GI-focused healthcare company, announced that they had entered into an agreement for Ironwood to launch an all-cash public tender offer to acquire all outstanding shares in VectivBio for USD 17 per share, with an estimated aggregate consideration of approximately USD 1 bn, net of VectivBio cash and debt. The acquisition price represents a premium of 80% relative to the volume-weighted average share price over the previous 90 trading days. The offer is subject to customary conditions and expected to close in mid-2023. VectivBio&#8217;s board of directors unanimously recommends the offer. Orbimed, Forbion and Versant Ventures, and VectivBio&#8217;s directors and officers jointly representing 28.6% of VectivBio&#8217;s shareholdings, entered into tender and support agreements in connection with, and in support of, the offer.
Homburger AG serves as legal and tax advisor to VectivBio on the transaction. The Homburger team includes Andreas Müller, Margrit Marti, Oliver Kneubühl, Francesco Bernasconi, Oliver Dalla Palma, Daniel Wenzinger and Carolina Rodriguez (all Corporate / M&amp;A), Lorenzo Togni (Capital Markets), Stefan Oesterhelt, Philippe Gobet and Kevin Müller (all Tax), Stefan Bindschedler (Financing and Investment Products), Luca Dal Molin (IP / IT; Data Protection), Angela Casey (Employment and Executive Compensation), and Richard Stäuber and Christoph Grüninger (Competition, Regulatory).

Homburger advises VectivBio with respect to the announced public cash tender offer from Ironwood Pharmaceuticals

On May 4, 2023, GAM Holding AG (GAM) announced that it had entered into an agreement with Liontrust Asset Management plc (Liontrust) relating to the launch by Liontrust of a public exchange offer for all publicly held shares in GAM. As further set out in the pre-announcement by Liontrust dated May 4, 2023, Liontrust expects to launch the exchange offer on or about June 9, 2023 and to offer approximately 0.0589 Liontrust shares per GAM share, corresponding to an aggregate approximately 9.4 m Liontrust shares in exchange for all GAM shares. The offer is subject to the approval by Liontrust shareholders expected for July 7, 2023, on occasion of a Liontrust shareholders&#8217; meeting and, once launched, will be subject to a minimum acceptance ratio of 66⅔%. Completion is subject to customary regulatory approvals.
Following a strategic review of GAM on which Homburger AG advised on all aspects of Swiss law, Homburger AG advises GAM on the transaction. The Homburger team is led by Claude Lambert (Corporate / M&amp;A) and includes Lorenzo Togni (Corporate / M&amp;A), Stefan Kramer (Regulatory and Financial Market Regulation) and Richard Stäuber (Competition) as well as Micha Fankhauser, Stefan Luginbühl, Anna Peter, Margrit Marti, Olivier Bühlmann, Simone Schmid, Timo Hasler, Patrick Schmidt, Isabelle Cordey and Florian Gasche (all Corporate / M&amp;A), Alexander Wherlock and Sarah Fasel (both Regulatory and Financial Market Regulation).

Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

Lorenzo
Togni

Homburger advised on the rights offering of Luzerner Kantonalbank AG raising gross proceeds of CHF 489 m

Homburger advises VectivBio with respect to the announced public cash tender offer from Ironwood Pharmaceuticals

Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

SIX Swiss Exchange - Launch of SPARKS

Moving the Goalposts between Launch and Pricing oder Der Prospektnachtrag beim IPO unter bisherigem und zukünftigem Recht

The future of equity capital markets transactions in Switzerland: what issuers of equity instruments should know about the new Swiss prospectus regime

The New Swiss Equity Prospectus Regime - What Issuers and Underwriters of Equity Instruments Should Know (Updated Version of January 2020)

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Lorenzo Togni

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LorenzoTogni

Homburger advised on the rights offering of Luzerner Kantonalbank AG raising gross proceeds of CHF 489 m

Homburger advises VectivBio with respect to the announced public cash tender offer from Ironwood Pharmaceuticals

Homburger advises GAM on the expected public exchange offer from Liontrust for all shares in GAM

SIX Swiss Exchange - Launch of SPARKS

Moving the Goalposts between Launch and Pricing oder Der Prospektnachtrag beim IPO unter bisherigem und zukünftigem Recht

The future of equity capital markets transactions in Switzerland: what issuers of equity instruments should know about the new Swiss prospectus regime

The New Swiss Equity Prospectus Regime - What Issuers and Underwriters of Equity Instruments Should Know (Updated Version of January 2020)

Join the Team

Lorenzo Togni

Career

Languages

Bar Registration

Teams

Lorenzo
Togni