Author Archives: CapLaw

IPO of V-ZUG Holding AG

On 25 June 2020, V-ZUG Holding AG (ticker symbol: VZUG) listed its shares on the SIX Swiss Exchange. The opening price was CHF 72.00 per share, resulting in a market capitalization of CHF 463 million. The newly established V-ZUG Holding AG was spun off from Metall Zug AG, which can look back on a company history of more than 100 years. Its 6,428,571 registered shares were traded on the Swiss stock exchange for the first time today. The previous shareholders of Metall Zug AG were allotted one registered share of V-ZUG Holding AG for each type A registered share of Metall Zug AG and ten registered shares of V-ZUG Holding AG for each type B registered share of Metall Zug AG.

GesKR Event on the New Corporate Law (GesKR-Tagung zum neuen Aktienrecht)

Wednesday, 21 October 2020, Metropol Zurich

Capital Market – Law and Transactions XVI (Kapitalmarkt – Recht und Transaktionen XVI)

Wednesday, 11 November 2020, Metropol Zurich

SIG Combibloc Group EUR 1.85 Billion Refinancing

SIG Combibloc PurchaseCo S.à r.l., a subsidiary of SIG Combibloc Group, has issued EUR 450 million Senior Unsecured 1.875% Notes due 2023, as well as and EUR 550 million Senior Unsecured Notes 2.125% due 2025. Certain subsidiaries of SIG Combibloc Group have also entered into new sustainability-linked EUR 850 million loan facilities. The net proceeds from these transaction are used to refinance the existing group financing.

Spin-off, Rights Offering and Listing of Ina Invest Holding

On 12 June 2020, Implenia AG completed the spin-off of Ina Invest Holding AG and the shares of Ina Invest Holding were, after a concurrent capital increase, listed on the SIX Swiss Exchange. Ina Invest AG is a Swiss real estate company whose entire portfolio shall be developed and realized according to the highest sustainability criteria.

Sale of Sika Shares for CHF 2.56 Billion

Saint-Gobain’s subsidiary Schenker-Winkler Holding AG (“SWH”) successfully sold its 10.75% stake in Sika for CHF 2.56 billion. The shares were placed via a private placement to qualified institutional investors by way of an accelerated book-building process (“ABB”).

Position Paper on Legends and Selling Restrictions for Cross-Border Offerings of Securities (excluding Collective Investment Schemes and Structured Products) into Switzerland under the Prospectus Regime of the Swiss Financial Services Act

(Reference: CapLaw-2020-13)

Santhera Pharmaceuticals Equity-Linked Financing Transaction

Santhera Pharmaceuticals Holding AG entered into an equity-linked financing arrangement with IRIS in the initial gross amount of up to CHF 12 million over 12 months, with the option to extend by another CHF 12 million over another 12 months, providing Santhera with a liquidity line which can be tapped if certain conditions are satisfied.

ams AG Capital Increase to Finance Acquisition of OSRAM

On 3 April 2020, ams AG completed a capital increase by way of a rights offering raising gross proceeds of approximately CHF 1.75 billion. The proceeds will be used to partially finance the acquisition of OSRAM Licht AG. The banking syndicate was led by HSBC and UBS acting as joint global coordinators. In addition, ams entered into a bridge facility agreement for the purpose of securing the financing of the acquisition and sold treasury shares by way of a private placement.

Zur Rose Group Issuance of CHF 175 Million Convertible Bonds

Zur Rose Group, Europe’s largest e-commerce pharmacy, successfully placed CHF 175 million 2.75% bonds due 2025 convertible into shares of Zur Rose Group AG. The bonds were issued at 100% of their principal amount and will mature on 31 March 2025. The proceeds will be used, among others, to rapidly adjust to the significantly increased levels of demand for vital medication offered by online pharmacies since the beginning of the COVID-19 crisis. Merrill Lynch International and UBS AG acted as Joint Global Coordinators and Joint Bookrunners.