Swiss Reinsurance Company Ltd successfully placed USD 750,000,000 Perpetual Subordinated Notes with Stock Settlement (the "Notes") through a repacking vehicle. The Notes and the underlying loan instruments provide for an innovative stock settlement any time at market or at a floor price if the minimum solvency margin has been breached. BNP Paribas, Deutsche Bank AG, London Branch, HSBC Bank plc, J.P. Morgan Securities Ltd. and Merrill Lynch International acted as joint lead managers and Commonwealth Bank of Australia, Mitsubishi UFJ Securities International plc, Nordea Bank Danmark A/S and RBC Europe Limited as co-managers. Niederer Kraft & Frey acted as legal advisor to the Managers. The team comprised Marco Häusermann (lead), Markus Kronauer (Tax) and Andrea Huber (Regulatory).
The new company is an innovative and unique provider of information and financial services, which offers independent online financial and economic information services and online banking and transaction services supported by personal savings, investment and pension advisory services. The NKF team consisted of Andreas Casutt (corporate / M&A), Sandro Abegglen (banking / regulatory) and Manuel Werder (corporate / M&A).
Niederer Kraft & Frey has advised Credit Suisse as Arranger and Lead Manager in relation to the securitisation of a revolving portfolio of auto lease assets originated in Switzerland by GE Money Bank (GEMB). GEMB is part of GE Capital, GE's global financing solutions provider. The portfolio has been partly refinanced through the issuance of CHF 200 million AAA-rated and SIX-listed bonds by special purpose company Swiss Auto Lease 2012-1 GmbH, a first time issuer.
The transaction represents the first Swiss domestic securitisation refinanced through SIX Swiss Exchange listed bonds issued by a Swiss special purpose company.
The NKF team consisted of Philippe Weber, Daniel Bono and Andrea Huber.
The Bank Council of the Swiss National Bank (SNB) approved new regulations on private financial investments and financial transactions by members of SNB management. They come into effect on 1 May 2012. The regulations subject members of the Governing Board, their deputies as well as additional management personnel specified by the Bank Council to far-reaching restrictions when managing their financial assets. The draft regulations were drawn up by a working group of SNB-internal and -external experts headed by the NKF partner Professor Peter Forstmoser. At Niederer Kraft & Frey, he was assisted by NKF partner PD Dr. Sandro Abegglen (partner) and senior associate Andrea Huber.
On 2 March 2012, gategroup Holding AG (the “Company”) announced that its wholly owned subsidiary, gategroup Finance (Luxembourg) S.A. (the “Issuer”), successfully completed the pricing of its offering of EUR 350 million aggregate principal amount of its 6.75% senior notes due 2019 (the “Notes”). The Notes will be guaranteed on a senior basis by the Company and certain of its subsidiaries. Niederer Kraft & Frey has acted as Swiss counsel to the Initial Purchasers comprising Credit Suisse as bookrunning manager and global coordinator and other financial institutions. The NKF team was led by Philippe Weber and further included Daniel Bono and Andrea Huber as well as tax partner Markus Kronauer.
Tokyo Electron Limited is a leading global supplier of semiconductor production equipment listed on the Tokyo Stock Exchange. Oerlikon Solar is headquartered in Trübbach, Switzerland, employing 675 people in 8 locations worldwide. It offers field proven equipment and turnkey manufacturing lines for the mass production of thin film silicon solar modules. The transaction is subject to merger control approvals. The NKF team was led by Philippe Weber assisted by senior associate Manuel Werder, Gian-Andrea Caprez, Christian Lütolf (M&A), Nicolas Birkhäuser (Partner, IP / Regulatory), András Gurovits (Partner, IT), Marcel Hadorn (IT), Laurence Uttinger (social security law), Adrian Willyanto and Daniel Sykora (M&A).
Niederer Kraft & Frey has advised France Telecom SA (NYSE: FTE), one of the world's leading telecommunications operators, as transaction counsel in connection with the sale of 100% of Orange Communications SA, France Telecom's Swiss mobile subsidiary to Matterhorn Mobile S.A. (a company indirectly owned by funds advised by Apax Partners LLP). The transaction, which has been one of the largest private equity sponsored transactions in Europe of the past 6 months, completed on 29 February 2012.
The NKF team was led by Philippe Weber (M&A / Acquisition Finance) and András Gurovits (TMT / Regulatory, M&A); the NKF team further comprised Philipp Candreia, Arie Gerszt, Alexandre Both, Gian-Andrea Caprez, Thomas Brönnimann, Manuel Werder, Andrea Huber, Marcel Hadorn, Daniel Sykora, Tamir Livschitz, Dominic Studer and Laurence Uttinger (M&A), Nicolas Birkhäuser (IP / Regulatory), Markus Kronauer and Hansjürg Christoffel (Tax) as well as Marco Häusermann and Daniel Bono (Acquisition Finance).
Niederer Kraft & Frey has advised Monaco headquartered private bank Compagnie Monégasque de Banque, a member of Mediobanca Group, in the sale of its 100% Swiss subsidiary CMB Banque Privée (Suisse) SA (Lugano) to PKB Privatbank AG (Lugano). The share deal was completed on 29 February 2012.
The NKF team included Philippe Weber, Thomas Brönnimann and Cinzia Catelli.
Niederer Kraft & Frey acted as Swiss counsel to SIX listed LECLANCHE S.A. in the rights offering of 2,148,238 shares and 2,148,238 shareholder warrants. In the rights offering, the existing shareholders received rights to purchase units consisting of one share and one shareholder warrant per unit.
The NKF team comprised Philipp Haas (lead), Thomas Brönnimann and Daniel Bono. Daniela Schmucki and Markus Kronauer advised on tax matters.
The NKF team consisted of Andreas Casutt, Urs Pulver and Manuel Werder.
Niederer Kraft & Frey is advising France Telecom SA (NYSE: FTE), one of the world's leading telecommunications operators, as transaction counsel in connection with the sale of 100% of Orange Communications SA, France Telecom's Swiss mobile subsidiary. The parties agreed on an enterprise value of CHF 2.0 billion. The transaction is subject to the approval of the relevant competition and regulatory authorities. The NKF team was led by Philippe Weber (M&A / Acquisition Finance) and András Gurovits (TMT / Regulatory, M&A); the NKF team further comprised Philipp Candreia, Arie Gerszt, Alexandre Both, Gian-Andrea Caprez, Thomas Brönnimann, Manuel Werder, Andrea Huber, Marcel Hadorn, Daniel Sykora, Tamir Livschitz, Dominic Studer and Laurence Uttinger (M&A), Nicolas Birkhäuser (IP / Regulatory), Markus Kronauer and Hansjürg Christoffel (Tax) as well as Marco Häusermann and Daniel Bono (Acquisition Finance).
Niederer Kraft & Frey advises Starr International Company, Inc. in its acquisition of Assist-Card International Holdings SA, Switzerland, a leading provider of travel and emergency assistance services. The closing took place on 15 December 2011 in Zurich. The NKF team consisted of Patrik R. Peyer and Dominic Studer. Nicolas Birkhäuser advised on IP matters.
Niederer Kraft & Frey is advising SIX Swiss Exchange listed Newave Energy Holding SA, a leading European integrated solutions provider for uninterruptible power supply (UPS) systems, in connection with the voluntary public takeover offer by ABB Switzerland Ltd announced on 12 December 2011. The offer amounts to CHF 170 million respectively CHF 56 per registered share of Newave Energy Holding SA. The NKF team was led by Philippe Weber and Peter Isler, assisted by senior associates Thomas Brönnimann and Andrea Huber. Tax partner Daniela Schmucki advised on tax aspects and Nicolas Birkhäuser (partner) on competition and IP matters.
Niederer Kraft & Frey advises CPH Chemie und Papier Holding AG, a listed industrial company, on the sale of CU Chemie UETIKON GmbH, a fine chemical specialist based in Lahr, Germany, to a company controlled by Equistone Partners Europe (Schweiz) AG. The transaction has been completed on 30 November 2011. The parties have agreed to keep the purchase price confidential. The NKF team included Manuel Werder and Andreas Casutt.
Niederer Kraft & Frey acted as Swiss counsel to EFG International in an exchange offer to proactively manage and strengthen the quality of its regulatory capital in light of the transition to the Basel III Framework by converting regulatory capital subject to a 10 year phase out into fully Basel III compliant regulatory capital. EFG International is a global private banking group headquartered in Zurich. EFG International AG's registered shares are listed on the SIX Swiss Exchange.
In the exchange offer, EFG International invited holders of the Euro 400 million EFG Fiduciary Certificates listed on the Luxembourg Stock Exchange to exchange Fiduciary Certificates into new Tier 2 Notes issued by its subsidiary EFG International (Guernsey) Limited and guaranteed by EFG International AG on a subordinated basis. The new Tier 2 Notes will include a so-called PONV write-down feature making them the first issue of this kind in Europe from a non "Too Big To Fail Bank".
The PONV write-down feature is a contractual provision where investors waive their rights under the Tier 2 Notes upon the "point of non-viability", i.e. (i) if the Swiss Finanical Market supervisory authority (FINMA) decides that a write-down of the Tier 2 Notes is necessary to maintain the viability of the Bank; or (ii) upon the decision to make an injection of public sector capital without which the Bank would become non-viable.
The NKF team was led by Philippe Weber, assisted by senior associates Daniel Bono, Patrik Peyer and Andrea Huber. Markus Kronauer, assisted by senior associate Hansjürg Christoffel advised on tax aspects.
On 3 June 2011, HarbourVest Acquisition GmbH announced its voluntary friendly public tender offer for all publicly held shares in Absolute Private Equity Ltd.. ACP Acquisition GmbH launched a partial competing bid for 20% of outstanding shares at an offer price of USD 18.60 which it withdrew later on. The process further involved a private bid by a shareholder, Alpine Select AG, for the Absolute shares held by Credit Suisse only which made HarbourVest increase its offer from USD 17.25 to 18.50. The offer amounted to approximately USD 806 million. In this transaction, Niederer Kraft & Frey was advising Absolute Private Equity and its Board of Directors in all Swiss-law matters, including takeover, stock exchange law and corporate governance. The NKF team was led by Andreas Casutt and Philipp Haas, assisted by senior associate Evelyn Schilter.
Niederer Kraft & Frey advises Bridgepoint to reach agreement to acquire Infront Holding AG/ Infront Sports & Media AG, Zug. The agreements were signed on 2 September 2011; closing is conditional upon approval by the relevant antitrust authorities. The NKF team included András Gurovits (Lead), Thomas Frick, Marco Häusermann, Gian-Andrea Caprez, Tamir Livschitz and Patrik R. Peyer.
Niederer Kraft & Frey has advised Lugano headquartered private bank BSI, a member of the Generali Group, in the sale of 51% in B-Source SA to Avaloq. B-Source SA is a Lugano based leading Swiss business process outsourcing provider for banks. The closing of the transaction was announced on 31 August 2011. The NKF team included Philippe Weber (M&A), András Gurovits (M&A and Outsourcing), Nicolas Birkhäuser (Merger Control), Philipp Candreia (M&A) and Cinzia Catelli (M&A).
Niederer Kraft & Frey advises Thomson Reuters Corporation and its Swiss subsidiary as Swiss counsel on a new credit agreement over USD 2 billion with an international bank syndicate. The transaction closed on 16 August 2011. The Niederer Kraft & Frey team included Marco Häusermann (Corporate Finance) and Markus Kronauer (Tax).
Niederer Kraft & Frey represents Landis+Gyr in the USD 2.3 billion acquisition by Toshiba Corporation, announced in May 2011. The transaction successfully closed in July 2011. Landis+Gyr is the global leader in energy management solutions for utilities. NKF team: Philippe Weber, Andreas Casutt, Markus Kronauer (Tax), Daniel Bono, Patrik Peyer, Thomas Brönnimann, Bertrand Schott, Arie Gerszt, Gian-Andrea Caprez.
Niederer Kraft & Frey advises Desco of Schulthess Holding AG on the sale of a stake in Maurice Lacroix Holding AG, a Swiss-based luxury watch manufactory. The transaction completed on 1 July 2011. The Niederer Kraft & Frey team included Ulysses von Salis (lead, M&A) and Arie Gerszt (M&A).
Niederer Kraft & Frey is advising Paragon Secondary Partners LP, a private equity fund, on the sale of Swisshaus, a leading vendor of single family houses in Switzerland, and two further portfolio companies to Vision Capital and Rubicon Partners. The transaction has been completed on 9 June 2011. The parties have agreed to keep the purchase price confidential.
NKF Team: Andreas Casutt and Manuel Werder
20 May 2011: Niederer Kraft & Frey is representing Landis+Gyr in its $2.3 billion acquisition by Toshiba Corporation, announced on May 19, 2011. Landis+Gyr is the global leader in energy management solutions for utilities. NKF Team: Philippe Weber, Andreas Casutt, Markus Kronauer (Tax), Daniel Bono, Patrik Peyer, Thomas Brönnimann, Betrand Schott, Arie Gerszt, Gian-Andrea Caprez.
Niederer Kraft & Frey is advising SIX Swiss Exchange-listed Schulthess Group in connection with the voluntary public takeover offer by the Swedish NIBE group announced in April 2011. The offer amounts to CHF 638 million respectively CHF 60 per registered share of Schulthess Group.
NKF Team: Peter Isler, Daniela Schmucki-Fricker (Tax), Nicolas Birkhäuser, Renato Costantini, Andrea Huber21 April 2011: Clariant, a world leader in specialty chemicals, today successfully completed a CHF 368.2 million capital increase in connection with its acquisition of Süd-Chemie. The capital increase comprised a rights offering and an international offering of 23,016,000 shares at an offer price of CHF 16 per share. In addition, Clariant issued 42,575,085 shares to certain shareholders of Süd Chemie in exchange for their Süd Chemie-shares.
NKF acted as Swiss counsel to Morgan Stanley (Global Coordinator and Joint Bookrunner), Credit Suisse (Joint Bookrunner), and Joint Lead Managers BNP PARIBAS, Citigroup, Commerzbank, Skandinaviska Enskilda Banken and Unicredit.
The NKF team was led by Philippe Weber, assisted by senior associates Daniel Bono and Thomas Brönnimann, and associate Arie Gerszt.
19 April 2011: Niederer Kraft & Frey has advised Numisma Group and McCafferty Asset Management on the sale of a large real estate portfolio from multiple seller companies to a Swiss based investor. The sale was structured as a share deal. The transaction has been completed on 19 April 2011.
The Niederer Kraft & Frey team included Andreas F. Vögeli (Real Estate), Philippe Weber (M&A), Thomas Brönnimann (M&A) and Manuel Werder (M&A).
Niederer Kraft & Frey advised Qatar Holding LLC on its investment in Contingent Convertible Securities (CoCos) put in place by Credit Suisse Group.
On 14 February 2011, Credit Suisse Group announced that it has executed an agreement to put in place novel Tier 1 Buffer Capital Notes (CoCos) in the amount of CHF 2.5 billion and USD 3.5 billion with Qatar Holding LLC and another investor.
These novel Tier 1 Buffer Capital Notes are structured with a view to new capital adequacy rules for Swiss banks. Niederer Kraft & Frey advised Qatar Holding LLC on all regulatory, capital markets and tax law aspects in respect of this transaction.
The NKF team was led by Philippe Weber, assisted by senior associates Daniel Bono and Andrea Huber. Urs Pulver provided regulatory advice, Daniela Schmucki-Fricker and Markus Kronauer advised on tax aspects.
On 20 December 2010, Hitachi Zosen Corporation announced that it has acquired all the shares of AE&E Inova AG (formerly Von Roll Umwelttechnik AG), a Switzerland-based designer and developer of waste-to-energy plants. Hitachi Zosen Corporation, whose shares are listed on the Tokyo stock exchange, is a Japan-based engineering and manufacturing company of environmental systems, industrial plants and precision machinery. NKF Team: Philippe Weber, Marco Häusermann, Arie Gerszt.
NKF assisted AVK Holding A/S, Denmark, as counsel in connection with the acquisition of a Swiss based group of companies with subsidiaries in affiliates worldwide engaged in the production of valves and related products. AVK has today own production units, sales companies, agents and license partners in more than 50 countries, and its products and services are supplied to more than 80 countries worldwide. See more details here.
NKF Team: Adrian Kammerer (lead, contractual, corporate), Tamir Livschitz (contractual)
26 October 2010: NKF acts as Swiss counsel to Credit Suisse (Global Coordinator) and Goldman Sachs in the Capital Increase of gategroup Holding AG. The capital increase comprises a rights offering and a global offering of 5,100,8881 registered shares (and an over-allotment option for up to 765,132 shares). NKF Team: Philippe Weber (Team Leader), Daniel Bono, Arie Gerszt
22 October 2010: NKF acts as Swiss counsel to SIX listed Leclanché in the rights offering of up to 2,117,500 shares. NKF Team: Philipp Haas (Team Leader), Thomas Brönnimann, Daniel Bono, Alexandre Both
September / October 2010: NKF advises the investment company Castle Alternative Invest AG having its shares listed on the SIX Swiss Exchange with regard to its capital reduction resolved on by the shareholders meeting of October 12, 2010 by which shares held by the company's main shareholder of a par value of approximately 93 million will be cancelled against allocation of shares of an indirect subsidiary. NKF team: Andreas Casutt and Andrea Huber (corporate law aspects) as well as Thomas Graf and Andrea Nordin (taxes).
October 2010: NKF has acted as Swiss counsel to the global coordinators and financing banks in the acquisition financing for CVC's acquisition of Sunrise Communications from Danish telecom group TDC A/S. This is the largest European buy-out since 2008 with a purchase price of approx. CHF 3.3 billion. The financing included a CHF 1,476,000,000 (equivalent) high yield secured and senior notes financing as well as senior credit facilities of CHF 820 million. NKF Team: Philippe Weber (Team leader, Capital Markets and Banking), Andras Gurovits (Telecom & Regulatory), Markus Kronauer (Tax), Marco Häusermann (Capital Markets and Banking)
September / October 2010: NKF advises the Ludwig Institute for Cancer Research Ltd. in a major co-operation project named "LICT@UNIL", cf. respective press release October 6, 2010.
NKF team: Adrian W. Kammerer, Thomas Sprecher.
September 2010: NKF advises in Swiss Re in large outsourcing transaction covering various Swiss Re IT services and involving large international outsourcing/services providers. NKF team: András Gurovits, Nicolas Birkhäuser, Judith Weber, Ruth Rosenkranz.
September 2010: NKF advises SIX Swiss Exchange listed Credit Suisse Group Ltd in the public tender offer to the public shareholders of New Bank of Aargovie Ltd (Neue Aargauer Bank AG).
The NKF team consists of Gaudenz G. Zindel, Patrik R. Peyer and Alexandre Both (Corporate/M&A).
2. September 2010: NKF advises Travel Retail Investment S.C.A., a company controlled by Advent International Corporation, in the private placement of 2,932,975 registered shares in SIX listed global travel retailer Dufry AG (representing approx. 10.8% of Dufry’s share capital) by way of an accelerated bookbuilt offering arranged by UBS and Morgan Stanley. NKF Team: Philippe Weber, Markus Kronauer (Tax), Thomas Brönnimann.
31 August 2010: Niederer Kraft & Frey has advised SIX listed Implenia on the purchase of a real estate portfolio and development unit of SIX listed Sulzer group. The acquisition was structured as a share deal and involved some 400,000 sqm of land in industrial and central as well as agricultural zones, including 230,000 sqm of land situated at attractive locations with development potential on the Sulzer sites in central Winterthur and Oberwinterthur. The transaction is scheduled to be completed by October 2010.
The Niederer Kraft & Frey team included Philippe Weber (M&A), Andreas Vögeli (Real Estate), Philipp Candreia (M&A) and Nicolas Birkhäuser (Merger Control).
31 May 2010: NKF advises Milan based energy company A2A in the sale of 1.4 million shares of SIX listed Alpiq at a price of CHF 310 per share (total transaction value CHF 430 million). NKF team: Philippe Weber, Thomas Brönnimann. Other advisors of A2A: Mediobanca - Banca di Credito Finanziario and Cleary Gottlieb Steen & Hamilton, Milan
18 May 2010: NKF acts as Swiss counsel to UBS (Global Coordinator) and the other Bookrunners in the Capital Increase of OC Oerlikon. The capital increase comprises a rights offering for 268,706.303 registered shares of OC Oerlikon at an issue price of CHF 3,72 per share resulting in a total offer size of approximately CHF 1,000,000,000. NKF Team: Philippe Weber (Team Leader), Markus Kronauer (Tax), Daniel Bono (Capital Markets)
November 2009: On November 25, 2009 France Telecom and TDC have announced that they have reached an agreement to combine their respective Swiss subsidiaries, Orange Communication S.A. and Sunrise Communications S.A. to create the leading nationwide alternative provider of telecommunications services in Switzerland. At closing, France Telecom will pay a net amount of €1.5 billion to TDC and, as a result of a series of steps, become a 75% shareholder in the combined entity, and TDC will hold the remaining 25%. Prior to signing the final transaction documentation, which is expected to take place in the second half of February 2010, both TDC and France Telecom will undertake a confirmatory due diligence. The completion of the transaction will furthermore be conditional upon the approval by the relevant competition and regulatory authorities.
Niederer Kraft & Frey AG is the legal advisor of France Telecom. The NKF team is led by partners Philippe Weber and Peter Isler (M&A / Corporate) and Andras Gurovits (Competition; Regulatory); Associates: Philipp Candreia, Roger Föhn and Andrea Huber (M&A) and Nicolas Birkhäuser (Competition, Regulatory).
November 26, 2009. Laxey Partners sold its 51.4% stake in the SIX Swiss Exchange listed Implenia AG. In order to effect the transaction the bank mandated with the successful placement of the stake had to be exempted by the Swiss Takeover Board from the mandatory bid obligation. Niederer Kraft & Frey AG acted as legal advisor to the bank. The NKF team consisted of Gaudenz Zindel and Philipp Haas.
October 2009: Paris-based Astorg Partners, an independent private equity firm with over EUR 1 billion of funds under management, purchased a majority in Metalor Technologies International SA. Metalor is an international Swiss-based group, with subsidiaries in 15 countries, a headcount of 1380 and net sales of EUR 200 million p.a. It is a leading participant in the field of precious metals and advanced materials. Niederer Kraft & Frey AG acted as legal advisor to the representatives of the exiting and the re-investing shareholders in the complex multiple seller transaction. The NKF team included Peter Honegger (team leader), Thomas Graf (tax), Adrian Kammerer (corporate), Andràs Gurovits (competition), Allegra Sosso, Christoph Baumann, Liliane Hefti and Karin Mattle (corporate, contract).
November 2009: On 20 November 2009 SIX listed biotech company Newron Pharmaceuticals S.p.A. has announced that it has raised gross proceeds of CHF7.9m through a private placement to institutional investors. The private placement was conducted without preferential subscription rights to institutional investors and was managed by Jefferies International. The subscription price was set at CHF18.00 per share, representing a 3.23 % discount to the closing price of Newron’s shares on 19 November 2009 of CHF 18.60.
Niederer Kraft & Frey AG acted as Swiss counsel and listing agent of Newron. The NKF team included Philippe Weber and Andrea Huber.
November 2009: On November 10, 2009, SIX listed Bâloise-Holding has announced the issuance of 1.50% Convertible Bonds in the amount of CHF 242,520,000 due 2016 and convertible into registered shares of Bâloise-Holding. The Offering consisted of a public offering to investors in Switzerland and private placements outside of Switzerland, the United States, Canada, Australia and Japan. The offering was led by UBS Investment Bank as sole bookrunner.
Niederer Kraft & Frey AG was the legal counsel to UBS Investment Bank. The NKF team included Philippe Weber (lead, capital markets), Markus Kronauer (tax), Roger Föhn.
October 2009: On 1 October 2009 EFG Bank European Financial Group SA, Geneva (the “EFG Bank Group”) announced the issuanceby EFG Ora Funding Limited III (the “Issuer”) of €250 million senior unsecured bonds due 2014 (the “Bonds”) guaranteed by EFG Eurobank Ergasias S.A. (“Eurobank EFG”). The Bonds have attached, non-detachable exchangeable instruments issued by EFG Bank Group (together with the Bonds, the “Exchangeable Securities”). The Exchangeable Securities will be exchangeable into Eurobank EFG ordinary shares.
Niederer Kraft & Frey acted as Swiss counsel to EFG. The NKF team included Philippe Weber (lead, capital markets), Markus Kronauer (tax), Roger Föhn.
October 2009: Leclanché SA has successfully completed a CHF 10 million rights offering. The shares of Leclanché SA which manufactures lithium-ion batteries are listed on the SIX Swiss Exchange. NKF acted as legal advisor to Leclanché SA. NKF Team: Philipp Haas, Roger Föhn, Andrea Huber.
August 2009: The Swiss Confederation has announced that Credit Suisse, Morgan Stanley and UBS have placed its UBS stake with institutional investors at a price of CHF 16.50 per UBS share. The total gross proceeds for the 332,2 million UBS shares sold by the Swiss Confederation, which resulted from conversion of the CHF 6 billion UBS Mandatory Convertible Notes (MCN) subscribed for by the Swiss Confederation in 2008, amount to approximately CHF 5.5 billion. In addition, UBS has paid the Swiss Confederation a cash amount of approximately CHF 1.8 billion in consideration for a waiver of future coupon payments under the MCN. Total net proceeds of the transaction, thus, amount to approximately CHF 7.2 billion. Niederer Kraft & Frey acted as legal adviser of the Swiss Confederation. The NKF team included Peter Forstmoser, Philippe Weber (Capital Markets), Markus Kronauer (Tax), Marco Häusermann and Philipp Candreia.
July 2009: NKF acts for SIX listed BB Medtech in the public exchange offer of Vontobel Beteiligungen AG for BB Medtech AG, currently operating under the legal form of an investment company to change the company’s legal structure to an equity fund. NKF team: Philippe Weber, Thomas Graf (Tax), Roger Föhn, Gian-Andrea Caprez.
June / July, 2009: NKF underwriter counsel (Bank Sal. Oppenheim and Bank am Bellevue) in the CHF 30 million rights offering of SIX Swiss Exchange listed Looser Holding. NKF Team: Christoph Balsiger, Roger Föhn, Arie Gerszt
June 2009: NKF issuer's counsel in the CHF 420 million rights offering of SIX Swiss Exchange listed, Geneva headquartered Givaudan SA, the world's leading creator and manufacturer of flavour and fragrance compounds. NKF Team: Peter Isler, Philipp Haas, Roger Föhn.
June 2009: NKF advises SIX Swiss Exchange listed Jelmoli Holding Ltd. (target) in the >CHF 1.5 billion share exchange tender offer by Swiss Prime Site AG. NKF Team: Urs Pulver, Andreas Casutt, Philippe Weber, Philipp Haas, Patrik Peyer
June 2009: NKF advises SIX Swiss Exchange listed Creinvest AG (target) in an absorption merger between Julius Baer Invest Ltd and Creinvest Ltd (Andreas Casutt, Manuel Werder, Andrea Huber)
May 2009: NKF advises Amber Master Fund (Cayman) SPC ("Amber") on Swiss Takeover Law in connection with the public takeover offer of MMA Vie SA for Harwanne Compagnie de participations industrielles et financières SA. Amber successfully used the new minority shareholders rights in this public takeover (Philippe Weber, Gian-Andrea Caprez).
February 2009: NKF advises SIX listed Esmertec AG on Swiss Takeover Law in connection with the acquisition of Purple Labs SA and creation of Myriad Group, Europe's leading Mobile Phone Software Company (Philippe Weber, Patrik Peyer)
November 2008: NKF Swiss counsel and listing agent for SIX Swiss Exchange listed company Newron Pharmaceuticals S.p.A. in a CHF 30 million standby equity distribution agreement (SEDA) with YA Global Investments, L.P. The SEDA provides Newron a long term standby equity line under which Newron has the option to take up YA Global's commitment to subscribe and pay for newly issued listed Newron shares to a total value of up to CHF 30 million over a period of 36 months at the discretion of Newron. (Philippe A. Weber and Andrea Huber)
October 2008: NKF Swiss counsel to the Swiss Confederation in transaction with UBS and Swiss National Bank regarding the transfer of up to USD 60 billion in currently illiquid securities and other assets from UBS's balance sheet to a separate special purpose vehicle. The transaction comprised a CHF 6 billion capital raising by UBS in the form of mandatory convertible notes fully placed with the Swiss Confederation. NKF team: Peter Forstmoser, Philippe A. Weber, Markus Kronauer (tax partner), Patrik Peyer and Eva Leuthold.
October 2008: NKF advises Qatar Investment Authority (QIA) in CHF10 billion fund raising by Credit Suisse. The capital injection from a small group of investors consisted of three components: The sale of around 93 million treasury shares, the issuance of Mandatory Convertible Notes with a principal amount of CHF 1.6 billion, convertible into approximately 50 million new shares of Credit Suisse Group AG, and the issuance of hybrid Tier 1 Capital Notes in an amount of approximately CHF 5.5 billion. NKF acted for QIA (the biggest investor in this fund raising) along with White & Case and Schellenberg Wittmer. NKF team Philippe A. Weber, Andreas Casutt, Daniela Schmucki-Fricker (tax partner), Markus Kronauer (tax partner), Manuel Werder.
August 2008: NKF advised IAWS Group plc and ARYZTA AG in the combination of IAWS' business with Hiestand Holding AG under the umbrella of ARYZTA AG as the new parent company and the listing of ARYZTA AG with a market cap of approx. CHF 4 billion at the SWX Swiss Exchange forming the global leader in value added baked goods with geographical reach extending from North America through Europe to South East Asia and Australia.
(Andreas Casutt, Philipp Haas, Olivier Bloch, Catherine Grun, Marco Häusermann, Andrea Huber, Dominic Studer)
Mai 2008: Novolipetsk Steel (NLMK, www.nlmksteel.com) is Russia's fourth-largest steel maker in terms of volume. NKF acted as Swiss legal advisor to NLMK International BV in the acquisition.
Transaction value (acquisition of Novex Trading (Swiss) SA and Novexco (Cyprus) Ltd.): EUR 77,105,000 (USD 120,191,000; CHF 125,840,000). (Adrian W. Kammerer, Nicolas Birkhäuser (anti trust regulation), Allegra Sosso)
Contact: Maria Starostina (NLMK; e-mail:maria@nlmk.nl)
May 2008: NKF acts for Bank am Bellevue (Lead Manager) and other syndicate members in BX capital increase of gross CHF 37'800'000 of HOCHDORF Holding AG (Philippe A. Weber, Eva R. Leuthold)
March 2008: NKF advises Desco von Schulthess Holding AG regarding sale of Desco Rohstoffe Holding AG, Desco Asia Pacific Holding AG and a 19.9% participation in Maurice Lacroix Holding to DKSH Holding AG (Christian P.Meister, Ulysses von Salis, Christian Laux, Gian-Andrea Caprez)
November 2007: NKF Legal Counsel of BSI (Generali Group) in the CHF 1,775,000,000 acquisition of Banca del Gottardo (Philippe A. Weber, Urs Pulver, Adrian Kammerer, Andras A. Gurovits, Daniela Schmucki, Philipp Candreia)
October 2007: NKF acts for Credit Suisse (Global Coordinator) and other syndicate members in SWX IPO of u-blox Holding AG (Philippe A. Weber, Daniela Schmucki-Fricker (Tax), Patrik Peyer, Petra Ginter)
27 July 2007: NKF acts together with Siam Premier International Law Office (Tawee Khositjiranum) as issuer counsel in Evason Hideaway at Yao Noi IPO in Thailand. Transaction volume: THB 2 billion (Markus A. Frey).
22 June 2007: NKF acts as issuer counsel in the SWX IPO of Newave Energy Holding SA (Philippe A. Weber, Daniela Schmucki-Fricker (taxes), Thomas M. Brönnimann, Andrea Huber)
May 2007: NKF acts for Lehman Brothers (global co-ordinator) and other underwriters in SWX IPO of Addex Pharmaceuticals SA, Geneva (Philippe A. Weber, Daniela Schmucki-Fricker (taxes), Andrea Huber, Olivier Bloch).
March 2007: NKF has acted for UBS (Global Coordinator) and the other underwriters in the CHF 180 million Initial Public Offering and SWX listing of VZ Holding AG.
(NKF team: Philippe A. Weber, Sandro Abegglen , Daniela Schmucki-Fricker (taxes), Thomas M. Brönnimann)
March 2007: NKF has acted for Morgan Stanley, Credit Suisse and UBS (Joint Global Coordinators) in the CHF 324,000,000 Rights and Global Offering of Basilea Pharmaceutica AG.
(NKF team: Philippe A. Weber, Philipp Haas , Petra Ginter)
December 2006: NKF advises IsoTis regarding public exchange offer of ISOTIS SA/IsoTis, Inc. in connection with move of registered office from Switzerland to US.
(NKF team: Philippe A. Weber, András A. Gurovits Kohli, Thomas Graf (taxes), Andrea Huber)
December 2006: NKF advises lenders regarding USD 70 million Credit Facility Agreement for SkyePharma arranged by Christofferson, Robb & Company.
(NKF team: Ulrich Benz, Markus E. Kronauer (taxes))
December 2006: NKF has acted for Lehman Brothers and Morgan Stanley (Joint Global Coordinators) in the CHF 120 million Initial Public Offering and SWX Listing of Newron Pharmaceuticals S.p.A. (NKF team: Philippe A. Weber, Christoph Balsiger, Daniela Schmucki-Fricker, Andrea Huber)
November 2006: NKF advises purchaser regarding sale of Swiss Re's Private Equity Fund-of-Fund Advisory Business to Horizon21 Private Equity Holding.
(NKF team: Andreas Casutt, Daniela Schmucki-Fricker (taxes), Manuel Werder)
November 2006: NKF advises management regarding CHF 1.6 billion secondary leveraged buy-out of SR Technics. (Philippe A. Weber and András A. Gurovits Kohli [M&A], Thomas Graf [taxes])
November 2006: NKF advises Absolute US AG regarding public tender offer by Absolute US AG for all publicly held shares of Absolute Europe AG. (NKF team: Andreas Casutt and Philipp Haas)