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.

Cross-Border Transactions in Intermediated Securities: Switzerland Maintains its Lead (Part 1/2)

On 1 April 2017, the Hague Convention on the Law Applicable to Certain Rights in Respect of Securities held with an Intermediary entered into force. The entry into force of the Convention coincides with renewed efforts by the European Commission at modernising the conflicts rules for the third-party effects of transactions in book-entry securities and financial claims in the overall context of the Capital Markets Union action plan.

By Thomas Werlen / Matthias Wühler (Reference: CapLaw-2017-43)

New Rules for Organized Trading Facilities

While the concept of organized trading facilities has been introduced into Swiss law more than one and a half year ago, many of the rules applying to organized trading facilities will only be phased in by the beginning of 2018. Similarly, the Swiss regulator, the Swiss Financial Market Supervisory Authority FINMA, has only recently published regulatory guidance on the rules applicable to organized trading facilities. Such rules and regulatory guidance will start applying from January 1, 2018.

By Patrick Schleiffer / Patrick Schärli (Reference: CapLaw-2017-44)

The Financial Stability Board published its Guiding Principles on iTLAC

On 6 July 2017, the Financial Stability Board published its guiding principles on the loss-absorbing resources to be committed to subsidiaries or sub-groups that are located in host jurisdictions and deemed material for the resolution of a G-SIB as a whole (iTLAC). The guiding principles support the implementation of the iTLAC requirement in each host jurisdiction and provide guidance on the size and composition of the iTLAC requirement, cooperation and coordination between home and host authorities and the trigger mechanism for iTLAC.

By René Bösch / Benjamin Leisinger / Lee Saladino (Reference: CapLaw-2017-45)

Rising Popularity of Reverse Break Fees and Legal Challenges for Swiss Bidders

Reverse break fees are becoming more and more popular in private but also public M&A deals. Compared to Switzerland, reverse break fees are often significantly higher in the US. The Swiss Takeover Board is limiting direct break fees in public offers. Reverse break fees, however, are not subject to any ex ante official control and might, therefore, expose the board members of target companies to ex post challenges.

By Urs Kägi / Daniel Küpfer (Reference: CapLaw-2017-46)

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.

Landis+Gyr Initial Public Offering on SIX Swiss Exchange

On 21 July 2017, Landis+Gyr Group AG (“Landis+Gyr”) announced the pricing of its initial public offering on SIX Swiss Exchange at an offer price of CHF 78 per share, pricing at the top half of the offer price range. Trading of the Landis+Gyr shares on SIX Swiss Exchange commenced on the same day. With a total offer size of CHF 2.3 billion, the IPO of Landis+Gyr has been the largest IPO on SIX of the past ten years and thus far the second largest IPO in Europe of this year. Landis+Gyr is a leading global provider of smart metering and energy management solutions, operating one of the largest installed bases in the industry with over 300 million devices. Building on over 120 years of industry experience, Landis+Gyr has been at the forefront of the evolution of the global utility industry, enabling its transition from traditional towards “smart” grids.

Developments in Corporate Governance in accordance with the Swiss Corporate Law Reform Bill 2016

Neuerungen im Bereich der Corporate Governance gemäss Vorlage zur Aktienrechtsrevision 2016

Friday, 27 October 2017, CS Forum St. Peter, Zurich