Author Archives: CapLaw

Issuance by UBS Switzerland AG of EUR 1 billion covered bonds

On 5 March 2024, UBS Switzerland AG successfully completed its issuance under its covered bond program of EUR 1 billion 3.304% covered bonds due March 2029. The covered bonds are governed by Swiss law and have been provisionally admitted to trading on SIX Swiss Exchange, and application will be made for definitive admission to trading and listing.

Issuance by Thermo Fisher of CHF 1.070 billion inaugural bond 

On 7 March 2024, Thermo Fisher Scientific Inc. successfully completed its issuance of its inaugural CHF bonds in excess of CHF 1 billion, being the largest foreign Swiss franc bond issuance in seven years. The issuance consisted of three tranches, the CHF 330 million 1.6525 per cent. bonds due 2028, CHF 415 million 1.8401 per cent. bonds due 2032 and the CHF 325 million 2.0375 per cent. bonds due 2036. The bonds are governed by Swiss law and have been provisionally admitted to trading, and application has been made for definitive admission to trading and listing of the bonds, on the SIX Swiss Exchange. UBS Investment Bank, BNP Paribas (Suisse) SA, and Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch, acted as lead managers.

Placement by Swiss Prime Site of green bonds in the aggregate principal amount of CHF 250 million

Swiss Prime Site successfully placed green bonds in the aggregate principal amount of CHF 250 million 1.80% due 2030. The bonds were issued by Swiss Prime Site Finance AG and guaranteed by Swiss Prime Site AG. Zürcher Kantonalbank, Basellandschaftliche Kantonalbank and Luzerner Kantonalbank AG acted as Joint Lead Managers in this transaction.

Issuance by Roche Holdings, Inc. of USD 3.875 billion in aggregate principal amount senior notes, guaranteed by Roche Holding Ltd

On 8 March 2024, Roche Holdings, Inc. successfully completed its issuance of USD 3.875 billion in aggregate principal amount of senior notes, consisting of USD 875 million 4.790% Notes due 2029, USD 750 million 4.909% Notes due 2031, USD 1.25 billion 4.985% Notes due 2034, and USD 1 billion 5.218% Notes due 2054. The notes are irrevocably and unconditionally guaranteed by Roche Holding Ltd.

Issuance by Nestlé of an aggregate of USD 2.5 billion notes through an institutional (Rule 144A) offering inthe United States of America

On 12 March 2024, Nestlé Capital Corporation successfully completed its issuance of USD 600 million 4.650% Notes due 2029, USD 450 million 4.750% Notes due 2031, USD 800 million 4.875% Notes due 2034, and USD 650 million 5.100% Notes due 2054. The Notes are guaranteed by the Nestlé group’s Swiss parent company Nestlé S.A. The offering of the Notes was done in reliance on Rule 144A and Regulation S under the U.S. Securities Act.

IPO of Galderma on SIX Swiss Exchange

On 22 March 2024, the shares of Galderma Group AG, a pure-play dermatology category leader, were listed and started trading on SIX Swiss Exchange at a price of CHF 53 per share. Based on the offer price, Galderma’s implied market capitalization was CHF 12.6 billion. During the IPO, the syndicate banks successfully placed 37,233,708 newly issued registered shares, as well as 276,909 existing registered shares offered by one of Galderma’s shareholders, Sunshine SwissCo AG (EQT). EQT, together with certain of Galderma Group AG’s other shareholders, granted a secondary over-allotment option of up to 5,626,592 existing registered shares, which was exercised in full. The total placement volume was CHF 2.3 billion. On 25 March 2024, Galderma was granted inclusion to SPI, SPI Extra, SPI ex Swiss Leader Index, SXI Life Sciences, UBS 100 and Ethos Swiss Corporate Governance. Galderma raised gross proceeds of CHF 2.0 billion from the offering, and intends to use the proceeds primarily to strengthen its balance sheet by repaying and refinancing debt. 

Scrip dividend by SGS SA

At its AGM held on 26 March 2024, SGS SA proposed to shareholders, and an overwhelming majority approved, the right to receive a dividend in the form of either cash or shares of the company (scrip dividend) at the option of eligible shareholders. The shares to be delivered will be valued at a discount of 6% to the market value of the SGS shares, offering attractive tax benefits for shareholders (no withholding tax and no income tax for certain shareholders). The new shares will be sourced by way of an ordinary capital increase also approved by the shareholders at the AGM.

Capital increase by Meyer Burger with gross proceeds of CHF 206.75 million

On 2 April 2024, Meyer Burger Technology AG announced that as part of its rights offering, subscription rights for 19,648,121,444 new shares were exercised. On 3 April 2024, Meyer Burger announced that all 496,302,442 new shares for which subscription rights were not exercised during the subscription period were successfully placed with various institutional investors. As a result, Meyer Burger issued 20,144,423,886 new registered shares in connection with the capital increase and raised gross proceeds of CHF 206.75 million. 

Placement by Clariant of dual tranche CHF 200 million and CHF 150 million senior bonds maturing 2027 and 2031

Clariant AG successfully placed a CHF 200 million bond with a term to maturity of three years, and a CHF 150 million bond with a term to maturity of seven years. The net proceeds will be used for general corporate purposes. 

Placement by Medartis of CHF 115.8 million convertible bonds maturing 2031

On 4 April 2024, Medartis Holding AG announced the successful placement of senior unsecured guaranteed convertible bonds due 2031 for an amount of CHF 115.8 million, convertible into newly issued and/or existing registered shares of Medartis Holding AG. The bonds are issued via Medartis International Finance SAS, a directly wholly owned subsidiary of Medartis Holding AG, and the payment obligations under the bonds are unconditionally and irrevocably guaranteed by Medartis Holding AG. An application will be made for the bonds to be admitted to trading on the Open Market of the Frankfurt Stock Exchange (Freiverkehr). The net proceeds from the bonds issue will be used for general funding purposes including acquisitions in Medartis’ core business.