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Capital Markets

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On June 26, 2023, Evolva Holding SA announced that it had entered into a new agreement with Nice &amp; Green SA (N&amp;G) to replace an existing equity-linked debt instrument issued by Evolva consisting of convertible notes issued in several tranches to be drawn against issuance of convertible notes.
The new agreement now signed by Evolva and N&amp;G is expected to secure Evolva&#8217;s cash needs until the end of 2023, thereby allowing Evolva an orderly review of strategic alternatives. It consists of a financing line in the amount of up to CHF 12 m of which CHF 5.25 m can be drawn in 2023; additional drawings of up to 2.75 m in 2023 are subject to, among other things, N&amp;G’s ability to sell a certain volume of Evolva shares in the market. From January 1, 2024 onward, any further drawdown of the maximum commitment will be subject to additional conditions, in particular a minimum market capitalization threshold of Evolva of CHF 25 m and N&amp;G may terminate the agreement and request repayment in cash of any unconverted notes (stretched over five years on a quarterly pro rata basis) if such minimum market cap threshold is not met.
All newly issued or existing convertible notes are still mandatorily convertible into equity at the discretion of N&amp;G within a period of 24 months after their issuance or the date of the new agreement, respectively, with an unchanged 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&amp;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&amp;G in connection with the transaction. The Homburger team included Frank Gerhard, Timo Hasler and Romain Fakhoury (all Corporate / M&amp;A and Capital Markets).
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Homburger advises Nice & Green SA on the renegotiation of its investment in an equity-linked convertible notes debt instrument issued by Evolva Holding SA

Regulatory

Financial Market Regulation

Competition

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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&#8250; 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

Healthcare / Life Sciences

IP / IT

Noema Pharma

On March 7, 2023, Noema Pharma AG announced that it has successfully closed an oversubscribed Series B financing round, raising CHF 103 m (approx. USD 112 m) from new and existing investors. The round was co-led by the European healthcare focused investment firms Forbion and Jeito Capital. UPMC Enterprises and an additional new investor joined existing investors Sofinnova Partners, Polaris Partners, Gilde Healthcare and Invus to complete the round.
Noema Pharma is a clinical-stage biotech company targeting debilitating central nervous system (CNS) disorders characterized by imbalanced neuronal networks. The proceeds of the Series B financing will be used to advance Noema Pharma&#8217;s clinical-stage assets.
Homburger AG advises Noema Pharma AG as transaction counsel in this Series B financing round. The Homburger team comprised Andreas Müller, Margrit Marti, Timo Hasler, Thierry Burckhardt, Pepe Hünerwadel and Carolina Rodriguez (all Corporate / M&amp;A; Healthcare / Life Sciences), Luca Dal Molin (IP / IT; Healthcare / Life Sciences) as well as Stefan Oesterhelt and Laetitia Fracheboud (Tax).

Timo
Hasler

Homburger advises Nice & Green SA on the renegotiation of its investment in an equity-linked convertible notes debt instrument issued by Evolva Holding SA

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

Homburger advises Noema Pharma AG on its USD 112 m Series B financing round

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Homburger advises Nice & Green SA on the renegotiation of its investment in an equity-linked convertible notes debt instrument issued by Evolva Holding SA

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

Homburger advises Noema Pharma AG on its USD 112 m Series B financing round

Unzulässigkeit von erleichterten Fusionen nach Art. 23 Abs. 1 lit. b FusG bei indirekten Beteiligungsverhältnissen

Join the Team

Timo Hasler

Career

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Teams

Timo
Hasler

Unzulässigkeit von erleichterten Fusionen nach Art. 23 Abs. 1 lit. b FusG bei indirekten Beteiligungsverhältnissen