Author Archives: CapLaw

Oerlikon completes the divestment of its Drive Systems Segment to Dana

On 28 February 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.

ASSA ABLOY acquires controlling stake in agta record

ASSA ABLOY AB (publ), the largest global supplier of intelligent door opening solutions listed on Stockholm Stock Exchange, indirectly acquired a 54% controlling interest in agta record ag. The share price per agta record share is EUR 70. The transaction value amounts to approx. EUR 933m. Agta record group is one of the top players in the global market for automatic pedestrian doors headquartered in Switzerland and listed on Euronext in Paris. The completion of the acquisition is subject to approval of the competition authorities. If the acquisition of the controlling interest is successful ASSA ABLOY intends to launch a public tender offer to buy out remaining shareholders.

Gyrus to acquire DuPont Sustainable Solutions (DSS)

On 25 February 2019, Gyrus 1 LP, a Guernsey limited partnership acting through its general partner, Gyrus GP Guernsey Limited (Gyrus), announced that it has signed an agreement with E. I. du Pont de Nemours and Company and other selling subsidiaries of the group (DuPont) to acquire the DuPont Sustainable Solutions (DSS) business, which will be divested from DuPont to create a new, independent global operations management consulting firm. The new firm will be led and operated by the existing DSS management and supported by Gyrus Capital, an investment firm based in Geneva, Switzerland. DSS is a leading provider of world-class operations management consulting services to help organizations transform and optimize their processes, technologies and capabilities. It has more than 600 consultants and subject matter experts worldwide, serving clients in over 60 countries. Its clients come from industries such as oil and gas, chemicals/petrochemicals, mining and metals, and manufacturing. The transaction is expected to close in July 2019 pending the completion of all closing conditions.

CMA CGM declares public tender offer for CEVA Logistics successful

On 28 January 2019, CMA CGM, the French shipping group, published a public tender offer for all publicly held registered shares of CEVA Logistics at an offer price of CHF 30 per share. On 19 March 2019, after the end of the acceptance period, CMA CGM announced the interim result of the public tender offer pursuant to which it held 89.47% of the share capital of CEVA Logistics. Accordingly, the offer was declared successful. The additional acceptance will run until 2 April 2019 and settlement is expected to occur on 16 April 2019.

FinSA/FinIA – Challenges, Duties, Ways of Implementation

(FIDLEG/FINIG – Herausforderungen, Pflichten, Gestaltungsmöglichkeiten)

Friday, 10 May 2019, SIX ConventionPoint Zurich

St. Gallen Corporate Law Day

(St.Galler Gesellschaftsrechtstag)

Thursday, 23 May 2019, SIX ConventionPoint Zurich

Public Exchange Offer for Panalpina

On 1 April 2019, DSV A/S, Hedehusene, Denmark and Panalpina Welttransport (Holding) AG, Zurich, Switzerland, have entered into an agreement on the terms and conditions of a combination by way of a public exchange offer by DSV for all publicly held registered shares of Panalpina for approximately CHF 4.6 billion. The board of directors of Panalpina has resolved to support the public exchange offer by DSV and to recommend the acceptance of DSV’s public exchange offer to its shareholders. Panalpina’s three major shareholders, who in total hold approximately 70% of the share capital in Panalpina, have committed to tender their Panalpina shares into the exchange offer.

Rights Offering of Cavotec SA

On 10 January 2019, Cavotec SA completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 22.4 million. The Cavotec group, with its Swiss holding company listed on Nasdaq Stockholm, is a leading engineering group that designs and manufactures automated connection and electrification systems for ports, airports and industrial applications worldwide. 80.5% of the shareholders of Cavotec SA exercised their subscription rights in the rights offering. The remaining new shares not subscribed were allotted to investors who had subscribed for shares without subscription rights, pursuant to the allocation procedure described in the prospectus of 6 December 2018. The offer price was set at SEK 13 per share.

Acquisition of Medpex’s e-commerce activities by Zur Rose Group

On 18 October 2018, Zur Rose Group AG, Europe’s leading e-commerce pharmacy which is listed on SIX Swiss Exchange, announced that it is acquiring the e-commerce activities of Germany’s third largest online pharmacy medpex. The transaction was subject to regulatory clearances and closed on 4 January 2019.

Santhera Pharmaceuticals Holding Placement of Shares

Santhera Pharmaceuticals Holding AG (Santhera) placed 3,133,334 new shares at an offer price of CHF 7.50 per share. The shares were placed by way of an accelerated bookbuilding procedure in a public offering in Switzerland, in private placements outside of the United States and Switzerland and in private placements within the United States to qualified institutional buyers. The shares were issued under exclusion of the existing shareholders’ subscription rights through an ordinary capital increase resolved by an extraordinary shareholders’ meeting.