Revised Corporate Law to Facilitate Accounts in Non-Swiss Currencies and Interim Dividends

On 19 June 2020, the Swiss Parliament, after a lengthy legislative process, adopted a bill on a comprehensive corporate law reform that, inter alia, permits a share capital denominated in certain non-Swiss currencies and introduces the option for interim dividends and distributions. Both of these aspects are of particular importance for multi-national groups with subsidiaries located in Switzerland. In the following, we take a closer look into each of these two new Swiss corporate law features and address the respective requirements, consequences and potential need for action.

By Patrick Schärli / Patrick Sattler (Reference: CapLaw-2020-57)

Corporate Restructuring and Insolvency under Revised Swiss Corporate Law

On 19 June 2020, the Swiss Parliament adopted the most important revision of Swiss corporate law in years, thus concluding a process started almost two decades ago. The revision also comes with a number of changes which, in particular, aim at clarifying certain aspects relating to insolvency triggers and bankruptcy filing obligations. Such clarification complements the major revision of Swiss insolvency law (Sanierungsrechtsrevision) which entered into force in 2014 and had introduced a new, facilitated debt moratorium regime. 

By Tanja Luginbühl / Anja Affolter Marino (Reference: CapLaw-2020-58)

Nestlé’s Issuance of an aggregate of USD 4 Billion Notes through an Institutional (Rule 144A) Offering in the US

On 15 September 2020, Nestlé Holdings, Inc. successfully completed its issuance of USD 1.15bn 0.375% Notes due 2024, USD 750m 0.625% Notes due 2026, USD 1.1bn 1.000% Notes due 2027 and USD 1bn 1.250% Notes due 2030. The Notes are guaranteed by the Nestlé group’s Swiss parent company Nestlé SA. The offering of the Notes was conducted in reliance on Rule 144A and Regulation S under the U.S. Securities Act.

ADC Therapeutics SA’s Follow-on Offering on the New York Stock Exchange

On 23 September 2020, ADC Therapeutics SA (NYSE: ADCT), a Swiss-based late clinicalstage oncology-focused biotechnology company pioneering the development and commercialization of antibody drug conjugates, announced the pricing of its upsized follow-on public offering of shares in the United States, thus raising gross proceeds of approx. USD 204m. In addition, certain existing shareholders had granted the underwriters an option to purchase additional shares for an aggregate amount of up to USD 30.6m.

Placement of EUR 1.85 Billion Sustainability-Linked Bonds by Novartis

Novartis Finance S.A., a subsidiary of Novartis AG, issued EUR 1.85bn sustainability-linked bonds due 2028 with an interest rate of 0.000%. The bonds are the first of its kind in the healthcare industry and the first sustainability-linked bonds incorporating social targets, with bondholders entitled to receive a higher amount of interest if Novartis fails to meet its targets for expanding access to its innovative medicines. The Bonds are guaranteed by Novartis AG. They have been provisionally admitted to trading at the SIX Swiss Exchange and are expected to be listed there as well. Barclays Bank PLC, HSBC Bank plc, J.P. Morgan Securities plc and Société Générale acted as Joint Lead Managers and BNP Paribas, Credit Suisse Securities (Europe) Limited, Deutsche Bank Aktiengesellschaft and Mizuho Securities Europe GmbH as Co-Managers.

Zürcher Kantonalbank’s Issuance of CHF 275 Million 1.75% AT1 Write-Down Notes

On 30 September 2020, Zürcher Kantonalbank successfully placed CHF 275m 1.75% AT1 Write-Down Notes. The notes qualify as both additional tier 1 capital as well as going concern capital under Swiss regulations for systemically relevant banks. This transaction was the first transaction in Switzerland done in reliance on the exemption in the new prospectus regime of the Financial Services Act to have a prospectus that is pre-approved by a Swiss reviewing body.

Idorsia’s CHF 535.5 Million At-market Rights Offering

On 21 October 2020, Idorsia announced that it completed its at-market rights offering consisting of a of 23,800,000 new shares. 15,825,319 new shares were subscribed to by existing shareholders in the rights offering and 7,974,681 new shares were placed with investors in the bookbuilding process. Idorsia expects to raise gross proceeds of CHF 535.5m based on the offer price of CHF 22.50 per new share. Idorsia will use the net proceeds of approximately CHF 520 million from the capital increase to support the regulatory filing and, if approved, commercial launch of daridorexant and to fund the further development of its diversified pipeline.

Dufry’s CHF 820 Million Right Offering

On 20 October 2020, Dufry AG announced that it had successfully concluded its rights offering. The offer price of the new shares was set at CHF 33.22 per share, corresponding to the volume weighted average price of the existing shares as of market close on 19 October 2020. All 24,696,516 offered shares were sold in the offering, resulting in expected gross proceeds of CHF 820 million. 10,612,024 new shares were subscribed by existing shareholders as part of the rights offering. 9,178,033 new shares have been allocated to Advent International and 4,906,459 new shares have been allocated to Alibaba Group, each based on equity investment commitments received by Dufry ahead of the launch of the offering. Immediately following the closing of the offering, Advent International will own a stake of 11.4% in Dufry and Alibaba Group of 6.1%. Advent International and Alibaba Group have agreed to a lock-up period of six months following the first day of trading of the new shares.

Issuance of CHF 265 Million Bonds by Athene

Athene Global Funding issued CHF 265m Bonds in the form of a GIC bond. Credit Suisse AG acted as lead manager, together with BNP Paribas (Suisse) SA and Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch. The Bonds will be listed on the SIX Swiss Exchange.

CHF 18.6 Million Rights Offering of Kuros Biosciences

On 23 October 2020, Kuros Biosciences, a life science company focusing on the development and marketing of orthobiologics, completed a capital increase by way of a rights offering to its shareholders. 50.2% of the shareholders of Kuros Biosciences exercised their subscription rights in the rights offering. The remaining 4,192,530 offered shares were placed in the market and an additional tranche of 1,915,203 shares was sold to Optiverder B.V. The offer price was set at CHF 1.80 per share.