Author Archives: CapLaw

Bär & Karrer Advised Orior on the Placement of Shares by Way of an Accelerated Bookbuilding

Orior AG successfully placed 592,499 new shares by way of an accelerated bookbuilding in a private placement with institutional investors. The placed shares are sourced from the company’s existing authorized share capital and the pre-emptive rights of the existing shareholders have been excluded.

Bär & Karrer Advises Novartis on the Placement of EUR 2,250,000,000 Guaranteed Notes

Novartis Finance S.A. completed the placement of EUR 750,000,000 Guaranteed Notes due 2023, EUR 750,000,000 Guaranteed Notes due 2030 and EUR 750,000,000 Guaranteed Notes due 2038. The 2023 Notes were issued at 99.655% of their principal amount with an interest of 0.500% and will mature on 14 August 2023 at their nominal value. The 2030 Notes were issued at 99.957% of their principal amount with an interest of 1.375% and will mature on 14 August 2030. The 2038 Notes were issued at 99.217% of their principal amount with an interest of 1.700% and will mature on 14 August 2038. The Notes are guaranteed by Novartis AG. They have been provisionally admitted to trading at the SIX Swiss Exchange and are expected to be listed there as well.

Valora Holding CHF 166 million Rights Offering

On 9 November 2017, Valora Holding AG (Valora) launched its right offering of up to 687’119 registered shares. On 21 November 2017, Valora Holding AG completed the capital increase raising net proceeds of approximately CHF 166 million. The capital increase was executed as an “at market” rights offering. The offer price for the new shares of CHF 310 per new share was determined following a bookbuilding process for the shares not taken up by existing shareholders. Credit Suisse and J.P. Morgan acted as Joint Global Coordinators and Joint Bookrunners. Valora is listed on the SIX Swiss Exchange. It runs a retail network of convenience and food-service outlets in Switzerland, Germany, Austria, Luxembourg, the Netherlands and France, and is also a leading producer of pretzels. Valora will use the proceeds from the capital increase to refinance its recent acquisition of BackWerk, to finance the expansion of production capacities, to refinance existing capital market instruments and for general corporate purposes. The newly issued shares were be traded on the SIX Swiss Exchange for the first time on 22 November 2017.

St.Galler Kantonalbank AG successfully issued CHF 100 million Additional Tier 1 Notes and CHF 100 million Tier 2 Notes

On 16 November 2017 St.Galler Kantonalbank AG (SGKB) launched, and on 30 November 2017 successfully completed, the issuance of CHF 100 million 1.70 per cent. Perpetual Additional Tier 1 Notes and CHF 100 million 1.00 per cent. Tier 2 Notes due 2027 (collectively, the Notes). The Notes are governed by Swiss law, eligible to count towards SGKB’s Swiss going concern requirement, and exempted from the Swiss withholding tax regime. They will be listed on the SIX Swiss Exchange. Zürcher Kantonalbank acted as Sole Structuring Advisor and Lead Manager on the transaction.

Dufry CHF 3.4 billion refinancing

On 3 November 2017, the Dufry group concluded the refinancing of its main bank credit facilities of CHF 3.4 billion. The refinancing of the bank credit facilities concluded the restructuring of Dufry’s financing structure, including the issuance of the EUR 800 million Senior Notes on 24 October 2017.

ADC Therapeutics SA USD 200 million private placement

On 23 October 2017, ADC Therapeutics SA, an oncology drug discovery and development company that specializes in the development of Antibody Drug Conjugates (ADCs) targeting major cancers, announced that it has raised USD 200 m through a private placement of shares. According to, the placement is the fourth largest private financing round on record for a European biopharmaceutical firm and the second largest private equity round in European biopharma so far in 2017.

Swiss Takeover Board asserted partially untrue respectively incomplete information about HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd in the Offer Prospectus for gategroup Holding AG

With its decision dated 22 November 2017 (0630 / 03 – gategroup Holding AG), the Swiss Takeover Board (TOB) asserted that the information about the offeror, HNA Aviation (Hong Kong) Air Catering Holding Co., Ltd., as disclosed in the Offer Prospectus dated 20 May 2016 is partially untrue respectively incomplete. The review body Ernst & Young AG is mandated to examine whether the controlling group has complied with the minimum price rules and the Best Price Rule.

ChemChina completes acquisition of Syngenta

On 10 January 2018, China National Chemical Corporation (ChemChina) completed its acquisition of the Swiss agrochemical and seeds company Syngenta AG (Syngenta), with the settlement of the squeeze-out of Syngenta’s remaining public shareholders. The public tender offer valued Syngenta’s share capital at over USD 43 billion and was the largest overseas acquisition by a Chinese company, one of the largest all-cash transactions worldwide and the largest public tender offer for a Swiss company in history.

Issuance of CHF 300 million 0.325% convertible bonds due 2025 by Swiss Prime Site

On 16 January 2018, Swiss Prime Site AG successfully placed CHF 300 million 0.325% convertible bonds due 2025. The bonds were issued at 100% of their principal amount and will mature on 16 January 2025. Bondholders who convert their bonds will receive the bonds’ par amount in cash and any excess amount in registered shares of Swiss Prime Site (Net Share Settlement), subject to the issuer’s right to elect to settle any exercise of conversion rights with any combination of cash and shares. Credit Suisse, UBS and Bank Vontobel acted as joint bookrunners in this transaction.

Idorsia Ltd demerges from Actelion and lists on SIX Swiss Exchange

On June 16, 2017, having completed its demerger from Actelion Ltd, Idorsia Ltd (“Idorsia”) commenced trading on SIX Swiss Exchange. On its first day of trading, the shares of Idorsia Ltd opened at a price of CHF 10.00. Idorsia is an independent biopharmaceutical company specialized in the discovery, development and commercialization of small molecule therapeutics to meet significant unmet medical needs. It is based in Allschwil, Switzerland and has over 600 employees.