Bär & Karrer Ltd > Zurich > Switzerland The Legal 500 law firm profiles

Novartis Finance S.A., a subsidiary of Novartis AG, issued EUR 1,85 billion 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. Bär & Karrer advised the forteq Group, a global supplier of complex plastic components, on the sale of the forteq Nidau AG to Liberta Partners, Munich. The forteq Group will focus on its core activities in the automotive industry. Bär & Karrer successfully represented a Turkish construction company against the State of Libya in setting-aside proceedings before the Swiss Federal Supreme Court in connection with an ICC award issued in an investment treaty arbitration.

• Farner Consulting has acquired Rod Kommunikation, a Zurich-based communication agency.
• Bär & Karrer Ltd.‘s strong banking and finance practice is regularly sought after by major Swiss banks, Swiss affiliates of foreign banks and financial institutions.
• Bär & Karrer Ltd. advises clients from the transport and logistics industries, including aviation, maritime, road and rail clients.
• Advised private panking Fideuram – Intesa Sanpaolo Private Banking, on a long-term strategic partnership with REYL & Cie SA, under which Fideuram will acquire a 69% interest in REYL and assign its Swiss subsidiary Intesa Sanpaolo Private Bank Morval SA to REYL.
• Jacobs Holding thus diversified its portfolio while remaining Barry Callebaut’s reference shareholder with a stake of approximately 40%.
• Crypto is unregulated in the UK; there’s no consumer protection; value can rise or fall; tax on profits may apply.

Gi Group, Italy’s largest multinational staffing company and one of Europe’s top 6 staffing companies, has completed the acquisition of Jobtome International SA, one of the world’s largest online job aggregators based in Switzerland with a presence in 35 countries. LEONI Schweiz AG is the holding company of LEONI Studer AG, a specialist in high-quality cables and wires for complex applications in the industrial and infrastructure sectors. Exceet Group, which is listed on the Frankfurt Stock Exchange, has entered into an agreement for the sale of its portfolio company GS Swiss PCB AG to AFINUM. GS Swiss PCB AG is a manufacturer of highly miniaturized printed circuit boards for the medical technology and aerospace sectors. Axpo Holding AG has entered into a EUR 2.5 billion sustainability linked credit facilities agreement with a broad international consortium of banks, led by ING as sole coordinator. The interest margin of the facilities will among others depend on Axpo’s expansion of its renewable energy portfolio.

Bär & Karrer is pleased to announce the election of Dr. Vera Naegeli, Cyrill Diefenbacher, Dr. Joel Fischer and Dr. Christian Kunz to the firm’s partnership. The new partners will strengthen the firm’s tax, internal investigations, financial institutions, white collar crime, M&A/corporate as well as data and technology practices. Sumeru Equity Partners acquired 100% of the share capital of beqom SA, aSwiss-based provider of employee compensation management and performance software solutions for large companies of various industry sectors. FEMSA offers CHF 260 in cash for each registered share of Valora, which corresponds to a transaction volume of around CHF 1.1 billion.

Bär & Karrer Advises Sage on the Sale of its Swiss Business

Swiss Re Ltd has completed an offering of USD 500 million, 6-year senior exchangeable notes, which may be stock settled at the option of Swiss Re or may be exchanged at the option of noteholders for registered shares of Swiss Re, unless Swiss Re elects to settle the exchange of notes in cash. Swiss Re has purchased call options on its own shares, which allow it to settle an exchange by noteholders without issuing new shares. Polhem Infra, a company formed in 2019 by the First, Third and Fourth AP Fund , acquired 21 per cent of the shares in Solör Bioenergi Holding from existing shareholders.

Bär & Karrer acted as legal advisor of the Sellers of Astes4 SA in this transaction. Xonnel AG sold its timber trading business “Küchler” to Woodpecker Holding AG, a group of leading timber trading companies in Switzerland. The Swiss start-up company xFarm raises EUR 3 million in a financing round involving United Ventures and TiVenture. XFarm SA operates a SaaS platform that aims to facilitate the digitalization of agricultural businesses, simplifying data collection and analysis, improving the efficiency and sustainability of agricultural fields. A group of investors represented by the multi-family office Verium AG acquired a significant minority stake in DSwiss AG, a provider of highly secure digital services.

The practice includes issues relating to constitutional and administrative law, public procurement, infrastructure and concessions, sanctions, governmental liability, public levies and public financing. Practice head Markus Schott has a specialisation in administrative litigation proceedings where he regularly appears before cantonal and federal courts as well as before the Swiss Supreme Court. Clients appreciate the ‘competent, dedicated‘ team that is ‘able to deal with emergencies and unforeseen events within very tight deadlines‘.

If you are unsure you should get independent advice before you apply for any product or commit to any plan. Electronics Weekly is the market leading and longest-established electronics magazine, read in print and online by key decision makers throughout the industry for more than 50 years. Electronics Weekly is at the heart of the electronics https://cryptolisting.org/ industry and is reaching an audience of more than 120,000 people each month. Bär & Karrer acted as legal advisor to Maxwell Technologies, Inc. in this transaction. The team included Christoph Neeracher, Thomas Rohde, Raphael Annasohn and Arnold Romero (all M&A), Susanne Schreiber , Ralph Malacrida and Faton Aliu as well as Charles Gschwind .

Bär & Karrer and its employees live up to their social responsibility in various ways. In particular, we have numerous personal and firm-wide engagements for charitable or not-for-profit organizations, as well as a long-standing tradition of providing our legal services on a case-by-case basis free of charge – i.e. pro bono – if it serves a good cause. Advised EQT Infrastructure II on the sale of Unilode Aviation Solutions, a global market leader in specialty aviation infrastructure, to Basalt Infrastructure Partners, an independent infrastructure investment firm with a transatlantic focus on mid-market infrastructure.

Switzerland > Insolvency and corporate recovery

ERNI Real Estate AG and its subsidiary ERNI Liegenschaften AG own a property of approximately 16,000 m2 in Wangen-Brüttisellen. The property comprises two buildings and an area of 12,000 m2 with development potential. The shareholders of ERNI Real Estate AG have sold their shares to Mobimo Holding AG.

The IPO of Polyphor is considered the largest biotech IPO in Switzerland in over 10 years and one of the top three in Europe within the last three years in terms of proceeds raised by an issuer in order to finance the development of its pipeline. The software company SAP bought all shares of Coresystems FSM AG. Coresystems FSM develops and runs workforce-management software based on a Crowd Service platform which uses artificial intelligence and allows finding available field-service technicians in real time. Summer Capital, an Asia based investment management company, has acquired, by means of an affiliate, all shares of Swiss Education Group Holding AG, the holding company of the SEG group, a leading hospitality management education group that operates several schools in Switzerland.

The bonds are part of a financial package to finance the development, design, construction, operation and maintenance of a thermoelectric power plant by CELSE in the state of Sergipe in the northeast region of Brazil. USD 1 billion, the transaction includes a USD 200 million loan from the International Finance procurrency price Corporation and a financial package of the Inter-American Development Bank in the amount of approx. Once operational expected for in 2020, CELSE will sell electricity to 26 distribution companies in Brazil, becoming the largest and most efficient thermoelectric plant in Latin America and the Caribbean.

Bär & Karrer announces that Christoph Suter has been elected as partner to lead the tax practice in Geneva as of 1 October 2017. BIOTREND is a leading distributor of high-quality reagents and biochemicals for the life science research community in Switzerland, Germany and USA. The owners of Rotronic AG, which develops and manufactures measuring technologies, sold the company to funds managed by Battery Ventures. Andrea Opel studied Law at the University of Basel and then worked as academic assistant before completing her doctorate in 2008. Besides her counsel role at Bär & Karrer, Andrea Opel continues to act as professor for tax law at the University of Lucerne.

Bär & Karrer Advises PSP Swiss Property on the Acquisition of Three Attractive Commercial Buildings

Warburg Pincus, a leading global private equity firm, has entered into an agreement to acquire approximately 35% shareholding in the Avaloq Group AG. Avaloq is an internationally leading FinTech company based in Switzerland. With its integrated business process outsourcing services, Avaloq is the only independent provider for the financial industry that does both, developing and operating its own software. Bär & Karrer Ltd. acts for a wide range of clients, from start-ups to established financial companies and service providers as well as investors, on all legal and regulatory issues relating to fintech, including fintech-focused transactions. Typical work includes assistance with regulatory proceedings with authorities as well as advice on the establishing of electronic payment services, electronic money solutions, digital assets, crypto currencies, as well as advice on online platforms for bond issuance and consumer loans. The ‘exceptional‘ Eric Stupp and Daniel Flühmann head the ‘responsive, progressive and very knowledgeable‘ team and are experienced in advising on internal investigations on cross-border issues and on the legal framework for applications of blockchain technology respectively.

Bär & Karrer offers an in-house childcare facility where our employees benefit from favourable conditions to support balancing family and career. Furthermore, Bär & Karrer is a member of profawo whose consultancy on topics such as guidance for young parents, childcare or placement of nannies is free of charge for staff members. We strive for a balanced workforce and a working attitude where collaboration is key. Advised Lupa Systems LLC, the new anchor shareholder in MCH Group AG, on the acquisition of shares. Acted as Swiss legal adviser to Temasek in the recapitalisation of gategroup. Successfully represented Glenmark in a patent litigation in Switzerland against Boehringer Ingelheim concerning the blockbuster product Spiriva before the Swiss Federal Patent Court and in appeal proceedings before the Swiss Federal Supreme Court.

The placed shares are sourced from the company’s existing authorized share capital and the pre-emptive rights of the existing shareholders have been excluded. Additionally, Idorsia successfully placed CHF 200 million of senior unsecured convertible bonds due 2024 in a private placement with institutional investors. On 20 June 2018, the Cantonal Bank of Basel, which already holds 77.52% of the share capital and the voting rights of Bank Cler Ltd., published the preannouncement for a public tender offer for all publicly held bearer shares of Bank Cler, which is listed on the SIX Swiss Exchange. Subsequently, Bank Cler concluded a transaction agreement with the Cantonal Bank of Basel regarding the public tender offer. Taking into consideration the results of the Fairness Opinion of an independent Expert, the board of directors of Bank Cler recommends to its shareholders to accept the offer.

Bär & Karrer Advised Cummins on its Joint Venture with Eaton

Elvaston Capital Management GmbH, an entrepreneur-led private equity firm, purchased all shares in Informing AG through its acquisition vehicle Step Ahead Group GmbH. Informing develops and supports business software and provides professional IT-Services. QSR International LLC, a US based developer of research & educational software and a portfolio company of Rubicon Technology Partners, has acquired all shares in Swiss Academic Software GmbH, developer of the leading literature and knowledge management software Citavi. The Sage Group, a market-leading provider of business software products and solutions, has entered into an agreement for the sale of its Swiss business to Infoniqa, a provider of HR software solutions majority-owned by Warburg Pincus. The transaction is subject to certain closing conditions and is expected to complete within the next twelve months. SPS is a global full-service provider of physical and digital document management and provides a comprehensive suite of Document Processing and Business Process Services. AS Equity Partners exclusively targets control investments in the lower to middle-market for software, technology, and technology enabled businesses across Europe.

The team included Thomas Reutter, Alexander von Jeinsen, Annette Weber and Audrey Benzow . Bär & Karrer Ltd. advises Swiss banks, the Swiss affiliates of foreign banks and a variety of other financial institutions on all types of contractual, regulatory and compliance matters as well as on civil, criminal and enforcement proceedings. The practice is well-known for its acquisition finance strength, in particular for private equity borrowers, and has further experience in complex structured derivatives transactions and fintech projects.

Completion of the transaction is subject to customary closing conditions, including merger control filings and approvals. On 30 November 2017, AON Schweiz AG, a leading global service provider for risk management, insurance and reinsurance brokers as well as adviser on human resources, has acquired 100% of the shareholding in Unidelta AG, an all-branch insurance broker based in Rapperswil, Switzerland. Unidelta is specialized in risk management and has particular designed services in personal injury management. Idorsia Ltd successfully placed 11,912,000 new shares by way of an accelerated bookbuilding in a private placement with institutional investors.

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