AC Immune SA Rights Offering and Public Offering

On 23 July 2018, AC Immune SA, a Swiss-based, clinical-stage biopharmaceutical company focused on neurodegenerative diseases, completed the placement of 8.5 million newly issued shares for gross proceeds in the amount of approx. USD 99.9 million. The offering SEC-registered subscription rights offering to the company’s eligible shareholders and a simultaneous SEC-registered public primary offering to institutional investors of any shares not subscribed for by eligible shareholders in the subscription rights offering.

5th Symposium on Compliance in the Financial Services Industry

(5. Tagung zur Compliance im Finanzdienstleistungsbereich)

Tuesday, 13 November 2018, Lake Side, Zurich
http://www.eiz.uzh.ch/uploads/tx_seminars/Programm_Compliance_13.11.2018.pdf

Capital Markets and Transactions XIV

(Kapitalmarkt – Recht und Transaktionen XIV)

Tuesday, 27 November 2018, Metropol Zurich
http://www.eiz.uzh.ch/uploads/tx_seminars/Programm_Kapitalmarkt_27.11.18.pdf

Swiss Prime Site Rights Offering

On 28 September 2018, Swiss Prime Site, the largest publicly listed real estate investment company in Switzerland, completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 320 million. 97,7% of the shareholders of Swiss Prime Site exercised their subscription rights in the rights offering.

IPO of SIG

SIG Combibloc, a leading provider of aseptic carton packaging solutions for the food and beverage industry, successfully priced its IPO and listed its shares on the SIX Swiss Exchange, where trading commenced on 28 September 2018. With a market capitalization of CHF 3.6 billion and a generating total gross proceeds of CHF 1.5 billion, this is considered as the largest IPO on the SIX Swiss Exchange in the last years.

Joint Bookrunners Offering of an Aggregate of USD 8,000,000,000 Notes Issued by Nestlé

Nestlé Holdings, Inc. completed an offering of USD 1,000,000,000 3.100% Notes due 2021, USD 1,500,000,000 3.350% Notes due 2023, USD 900,000,000 3.500% Notes due 2025, USD 1,250,000,000 3.625% Notes due 2028, USD 1,250,000,000 3.900% Notes due 2038 and USD 2,100,000,000 4.000% Notes due 2048.

Practice of the Swiss Financial Market Authorities for Financing Banks

While the entry into force of the Financial Market Infrastructure Act (FMIA) on 1 January 2016 has brought a number of substantial changes to the Swiss disclosure rules, in particular with regard to the reporting of discretionary voting power related to equity securities, the takeover provisions contained therein have largely remained unchanged. This article examines the exemptions from (1) the disclosure duties related to significant shareholdings and (2) the duty to make an offer granted by the financial market authorities to the banks that provide financing facilities.

By Julia Tolstova / Olivia Biehal / Aurèle Bertrand (Reference: CapLaw-2018-29)

Legal Issues in relation to the Transfer of Tokens

The reliable and easy transfer of assets on a blockchain is a key prerequisite for the economic exploitation and development of new technologies. Asset transfers currently occur through the use and transfer of tokens. If tokens contain a claim against the issuer (e.g. the right to use certain services), then claims under applicable Swiss law must be transferred by way of assignment in accordance with article 164 et seq. CO, provided the tokens are not securitized or issued as book-entry securities.

This is the English translation of the article published by the authors in the IT Jusletter on 24 May 2018 which has been derived from the Position Paper on the legal classification of ICOs published by the Blockchain Taskforce of the Swiss Federal Council in April 2018.

By Rolf H. Weber / Salvatore Iacangelo (Reference: CapLaw-2018-30)

An Update on International Arbitration and Financial Institutions

Unlike other sectors, the financial sector has been reluctant to embrace international arbitration for resolving finance disputes. The ICC Commission on Arbitration and ADR created the Task Force on Financial Institutions to study the concerns of financial institutions. The study’s findings were published in a report in December 2016. This article builds on the findings of said report and provides an update on the status of international arbitration in the financial sector.

By Thomas Werlen / Jascha Trubowitz (Reference: CapLaw-2018-31)

Untrue or Incomplete Information in Offer Prospectus

On 22 November 2017, the Swiss Takeover Board issued a ruling regarding untrue or incomplete information with respect to the offeror contained in the offer prospectus published by HNA in connection with the public tender offer for all shares in gategroup.

By Hans-Jakob Diem / Andreas Hinsen (Reference: CapLaw-2018-32)