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19 July 2018: Leonteq AG announces a fully-underwritten rights offering

Niederer Kraft Frey advised Leonteq AG, a SIX Swiss Exchange listed independent expert for structured investment products and long-term savings and retirement solutions, in connection with its fully-underwritten rights offering to further strengthen its capital base that launched on 19 July 2018. The rights offering relates to 2,989,593 new registered shares with a nominal value of CHF 1.00 each to be issued from existing authorized capital. The expected net proceeds are approximately CHF 118.5 million and the first day of trading is anticipated to be 3 August 2018. The banking syndicate for the rights offering comprises Credit Suisse as global coordinator and bookrunner and Raiffeisen Switzerland as co-bookrunner. Credit Suisse has committed to firmly underwrite all new shares that will be issued in conjunction with the rights offering, subject to customary conditions.

The NKF team was led by Capital Markets partner Philippe Weber, working with partner Daniel Bono, counsel Christina Del Vecchio, associates Deirdre Ni Annrachain, Samuel Hochstrasser and Julia Tolstova and junior associate Isilay Dagdelen on Capital Markets, and partner Markus Kronauer, counsel Elga Reana Tozzi and associate Vanessa Witschi on Tax.
 

13 July 2018: Idorsia successfully completes a CHF 500m combined offering of new shares and convertible bonds

Niederer Kraft Frey advised Swiss biopharmaceutical company Idorsia Ltd on its offering of 11,912,000 new shares, corresponding to approximately 10% of its currently issued share capital, by way of an accelerated bookbuilding, and on its placement of CHF 200 million of senior unsecured convertible bonds due 2024. The net proceeds from the concurrent offerings will be used to fund the ongoing research and development of Idorsia's development pipeline and will allow Idorsia to fund the Phase 3 development of Idorsia's promising late-stage pipeline comprising aprocitentan, clazosentan, lucerastat and nemorexant, as well as its diverse early-stage and preclinical pipeline. The new shares were admitted to trading on SIX Swiss Exchange on 13 July 2018 and the bonds are expected to be settled on or around 17 July 2018.

The NKF team was led by Capital Markets partners Philipp Haas and Till Spillmann, working with senior associate Andrea Giger, Capital Markets and associate Deirdre Ní Annracháin, Capital Markets.

12 July 2018: EUR 2.1bn landmark tech-deal: sale of Sportradar AG

Niederer Kraft Frey acted as Swiss transaction counsel to Sportradar AG and the major selling share-holders in the EUR 2.1 billion sale of Sportradar AG to Canada Pension Plan Investment Board (CPPIB) and Silicon Valley-based growth equity firm TCV.

Sportradar is the nexus between sports and entertainment, serving leagues, news media, consumer platforms and sports betting operators with deep insights and a suite of strategic solutions to help grow their businesses. Sportradar is the trusted partner of more than 1'000 companies in over 80 countries and serves as the official partner of national and international sports federations.

The transaction is subject to approval from the relevant authorities and is expected to close in Q4 2018.

The NKF team was led by Corporate/M&A partner Patrik Peyer working with partner Daniela Schmucki, Tax, senior associate Moritz Maurer, Corporate/M&A, associates Victor Stancescu, Corporate/M&A, Livia Keller, Employment, junior associates Michel Herren, Fiona Hutmacher, Tobias Kaufmann and Carlo Egle, all Corporate/M&A.

Brandl & Talos acted as lead transaction counsel for Sportradar and its founder Carsten Koerl. The team was led by Thomas Talos, Corporate/M&A & Regulatory and Roman Rericha, Corporate/M&A.

Freshfields acted as counsel to EQT. The team was led by Wessel Heukamp, Corporate/M&A and Ludwig Leyendecker, Corporate/M&A. 
 

12 July 2018: PARAGON PARTNERS acquires Asic Robotics and subsidiaries

Niederer Kraft Frey advised PARAGON PARTNERS GmbH on the acquisition of Asic Robotics AG and its subsidiaries, together with the existing shareholders STS Management and Renaissance Anlagestiftung. The transaction was completed on 12 July 2018.

Headquartered in Burgdorf, Switzerland, Asic Robotics AG is a leading provider of automation solutions for national and international customers. Asic Robotics develops and manufactures custom-built machines for production, assembly and testing processes for a wide variety of industries e.g. automotive, med-tech, watchmaking and electronics. The customer-specific machines are used in production plants worldwide and are an indispensable part of the dynamic and efficient production processes of Asic’s customers.

The NKF team was led by Corporate/M&A partner Manuel Werder, working with partners Andreas Casutt on Corporate/M&A, Ulysses von Salis on Finance, Daniela Schmucki on Tax and Nicolas Birkhäuser on Antitrust/Competition, senior associate Roman Sturzenegger on Corporate/M&A, counsels Andrea Nordin and Christina Rinne on Tax, associate Victor Stancescu, junior associates Carlo Egle, Tobias Kaufmann and Alexis Brunner.

11 July 2018: Broadcom to acquire CA Technologies for USD 18.9bn in cash

Broadcom Inc. (NASDAQ: AVGO), a leading semiconductor device supplier to the wired, wireless, enterprise storage, and industrial end markets, and CA Technologies (NASDAQ: CA), one of the world's leading providers of information technology (IT) management software and solutions, announced that the companies have entered into a definitive agreement under which Broadcom has agreed to acquire CA to build one of the world's leading infrastructure technology companies. The all-cash transaction represents an equity value of approximately USD 18.9 billion. The largest shareholder of CA, Swiss based Careal Property Group AG and affiliates, who collectively own approximately 25% of the outstanding shares of CA common stock, have entered into a voting agreement to vote in favor of the transaction.

Niederer Kraft Frey advised Broadcom, Inc. on Swiss legal matters. The NKF team was led by Corporate/M&A partner Philipp Haas and Tax partner Daniela Schmucki, working with counsel Elga Reana Tozzi on Tax and associates Julia Tolstova and Shu Bernet-Zhang on Corporate/M&A. 

5 July 2018: Sika EGM approves creation of unitary shares

On June 11, 2018 the Extraordinary General Meeting of Sika AG overwhelmingly approved, among others, the creation of unitary registered shares, the abolishment of the opting-out and transfer restrictions as well as the cancellation of the treasury shares previously purchased from Schenker-Winkler Holding AG as part of the settlement with Saint-Gobain.

Niederer Kraft Frey has been advising the Bill & Melinda Gates Foundation Trust, in its support for board and management of Sika AG in its defense since the announcement of the unsolicited takeover attempt by Saint-Gobain. In this context Niederer Kraft Frey also handled the proceedings before the Takeover Board as well as the litigation proceedings before the ordinary and appeal courts of the canton of Zug.

The NKF team was led by the Coporate/M&A partners Philipp Haas and Andreas Casutt working with Corporate/M&A partners Ulysses von Salis and Bertrand Schott, Litigation partners Valerie Meyer-Bahar and Ernst Schmid, Corporate/M&A associates Deirdre Ní Annracháinand Julia Tolstova and Litigation associates Lukas Beeler, Daniel Antognini, Brigitte Knecht and Livia Keller. 

28 June 2018: GrazianoFairfield AG launches IPO on SIX Swiss Exchange

Niederer Kraft Frey advised UBS and the other members of the offering syndicate in connection with OC Oerlikon's initial public offering of its Drive Systems Segment under the name of GrazianoFairfield AG on the SIX Swiss Exchange that launched today. Based on nearly 100 years of experience, GrazianoFairfield is a global leader in providing high-performance gears, market-leading shifting solutions, power transfer units (PTUs), differentials and planetary drives, as well as innovative solutions for hybrids and e-drives.

The initial public offering GrazianoFairfield AG consists of 8,695,000 existing shares with an over-allotment option of up to 1,305,000 existing shares from the current sole shareholder OC Oerlikon. The price range for the offered shares has been set at CHF 48 to CHF 62 per share, implying an equity value of CHF 480 million to CHF 620 million. UBS is acting as the Sole Global Coordinator and Bookrunner. Berenberg, Jefferies, Vontobel and Zürcher Kantonalbank are acting as Co-Bookrunners. The syndicate also includes Kepler Cheuvreux and MAINFIRST as Co-Managers, and Octavian as Selling Agent.

The NKF team was led by partner Philippe Weber, working with partner Till Spillmann, counsel Christina Del Vecchio, associate Deirdre Ní Annracháin and junior associates Isilay Dagdelen and Pascal Hodel all from NKF's Transactions Team. 

28 June 2018: Swiss Re issues USD 500 Million Senior Exchangeable Notes with Issuer Stock Settlement

Swiss Re Ltd (Swiss Re) 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.

As is customary for international offerings of debt securities by Swiss (re-)insurers, Swiss Re issued notes to a repackaging vehicle, in this case ELM B.V. ELM B.V. issued its own 6-year exchangeable notes secured by the notes issued by Swiss Re.

Niederer Kraft Frey advised Barclays Bank PLC, Deutsche Bank AG, London Branch, J.P. Morgan Securities plc, Merrill Lynch International and UBS Limited in their capacity as joint lead managers. The NKF team was led by partners Philippe Weber and Marco Häusermann, working with associate Giulia Ghezzi.

11 June 2018: Klingelnberg AG launches IPO

Niederer Kraft Frey advised Klingelnberg AG in connection with its initial public offering that launched today. The offering consists of up to 512,800 new shares and up to 4,105,651 existing shares with an over-allotment option of up to 461,845 existing shares. The existing shares will be sourced from the Klingelnberg family, the current sole and future anchor shareholder. The price range for the offered shares has been set at CHF 45 to CHF 54 per share, implying an offer volume of approximately CHF 210 million to CHF 245 million in the base offering, and approximately CHF 230 million to CHF 270 million including the over-allotment option.

Klingelnberg is a global market leader in developing and manufacturing premium machine tools for bevel gear and cylindrical gear machining and precision measuring centers for gears. In addition, Klingelnberg is one of the few providers of machine tools and measuring centers for gear production that also manufacturers bevel gears itself to customer specifications.

The NKF team was led by Capital Markets partner Till Spillmann, working with counsel Christina Del Vecchio, senior associate Andrea Giger, associate Ivo von Büren and junior associates Alexander Fisch and Pascal Hodel on Capital Markets, partners Markus Kronauer and Thomas Graf, counsels Andrea Nordin and Christina Rinne on Tax, partner Clara-Ann Gordon on Technology and Nicolas Birkhäuser on Competition.

11 June 2018: Capvis Equity II LP sells Lista Holding to GreatStar Group in a cross-border acquisition

Niederer Kraft Frey advised Capvis Equity II LP on the sale of its portfolio company Lista Holding AG to the Chinese GreatStar Group. Lista manufactures workshop and warehouse furnishings and is the European leader in its segments, employing approximately 500 people. The closing of the transaction is subject to customary regulatory approvals.

The NKF team was led by Corporate/M&A partner Ulysses von Salis, working with Deirdre Ni Annrachain, associate, Shu Bernet-Zhang, associate, Alex Attinger, junior associate and Corinne Russi, junior associate.

4 June 2018: Deutsche Telekom AG invests in Series A financing round of Spearhead AG

Niederer Kraft Frey advised Deutsche Telekom AG, Bonn, Germany, as investor in the Series A financing round of Spearhead AG.

Spearhead AG with its headquarters in Zurich was founded in 2015 and delivers accident, damage and automotive lifecycle analytics. It provides services and platforms for optimised end-to-end claims processing benefitting all involved parties: automotive insurances and customers.

The NKF team was led by Corporate/M&A partner Patrik R. Peyer working with Corporate/M&A senior associate Moritz Maurer and Corporate/M&A junior associate Carlo Egle.

25 May 2018: Bell Food Group announces final terms of the planned capital increase with subscription rights

Niederer Kraft Frey advises UBS AG, as Sole Global Coordinator, in connection with Bell Food Group's rights offering which launched on 25 May 2018. Existing shareholders were offered up to 2,285,712 new registered shares at a subscription price of CHF 268.00 per new share. The gross proceeds from the capital increase are expected to amount to approximately CHF 612.6 million. The offering and listing prospectus (Offering Memorandum) is published today on Bell Food Group's website and contains the final terms of the rights offering.

Bell Food Group is one of the leading meat processors and convenience specialists in Europe, generating revenues of CHF 3.6 billion and profit of CHF 106.5 million in 2017. It is listed on SIX Swiss Exchange.

Headquartered in Zurich, Switzerland, UBS AG is one of the world's leading financial services providers. In Switzerland, UBS is active in retail banking, corporate and institutional banking, wealth management, asset management, and investment banking.

The NKF team was led by Capital Markets partners Philippe Weber and Thomas Brönnimann working with Christina Del Vecchio, counsel, Deirdre Ni Annrachain, associate, Samuel Hochstrasser, associate, Isilay Dagdelen, junior associate, and Pascal Hodel, junior associate.

18 May 2018: VAT issues 1.50% CHF 200,000,000 inaugural bond

Niederer Kraft Frey acted as transaction counsel in connection with the inaugural CHF 200,000,000 bond offering by VAT Group AG (VAT). The bonds have an interest of 1.50% per annum and are due 2023. Credit Suisse acted as lead manager, while Raiffeisen Switzerland Cooperative and St. Galler Kantonalbank collectively acted as co-managers. The bonds will be listed on the SIX Swiss Exchange.

VAT is the leading global developer, manufacturer and supplier of high-end vacuum valves. VAT vacuum valves are mission-critical components for advanced manufacturing processes of innovative products used in daily life such as portable devices, flat screen monitors or solar panels.

The NKF team consisted of Capital Markets partner Philippe Weber working with Christina Del Vecchio (counsel) and Deirdre Ni Annrachain (associate).

15 May 2018: NKF advises Atos / Worldline in the CHF 2,750m acquisition of SIX Payment Services and strategic partnership with SIX

Worldline, [Euronext: WLN] European leader in the payments and transactional services industry and SIX, announced today that they have signed an agreement to enter into a strategic partnership where Worldline would acquire SIX Payment Services, the payment services division of SIX, for a consideration of € 2,303 million (CHF 2,750 million).

Worldline employs more than 9,400 people worldwide, with estimated revenue of c. 1.6 billion euros on a yearly basis. Worldline is an Atos company (worldline.com; atos.net).

For further details regarding the transaction see here.

Niederer Kraft Frey acted as Swiss counsel to Atos / Worldline in the transaction. The NKF team was led by M&A partner Philippe Weber and further comprised partners Bertrand Schott (partner, Financial Services), Manuel Werder (M&A), András Gurovits (IT), Nicolas Birkhäuser (competition) and Andreas Vögeli (real estate), as well as a team of NKF associates including Samuel Hochstrasser, Dominik Penkov, Alex Attinger, Giulia Ghezzi, Shu Bernet Zhang and others.

The Atos / Worldline team was led by Alexandre Menais, Group Executive Vice President in charge of M&A Strategy and Development, and further comprised Damien Catoir (Associate Group General Counsel Atos), Anne-Sophie Poirier (Head of Legal - Mergers & Acquisitions Atos) and others.

4 April 2018: NKF advises the former shareholders of Heptagon on the sale and completion of Heptagon to ams

The worldwide leading manufacturer of high performance sensor and analog solutions ams AG, an Austrian company listed at SIX Swiss Exchange, and GGV Capital, Temasek, Jolt Capital, Nokia Growth Partners, Innovacom, Credence, Pantheon, Iconiq Strategic Partners, Matrix Partners, Orchid Investments, Vertex Ventures, AAC Technologies and other former shareholders of Heptagon Advanced Micro-Optics (Heptagon), a global leader in micro-optics and optical sensing solutions with particular expertise in high performance optical packaging, agreed on a revised earnout structure regarding the sale of Heptagon to ams AG. The key elements of the final earnout structure are a total distribution of 3,855,082 ams AG shares together with a cash distribution of USD 15m which results in an overall transaction value of approx. USD 1.1bn. The transaction was completed on 27 March 2018.


The NKF team was led by Till Spillmann and included Adrian Koller, senior associate, Ivo von Büren, associate, Corinne Russi, associate, and Dominik Penkov, associate, all M&A.

28 March 2018: New Enterprise Associates invests into SIX-listed Addex Therapeutics Ltd.

Niederer Kraft Frey advises New Enterprise Associates (NEA) as lead investor in connection with Addex Therapeutics Ltd.'s (Addex) CHF 40 mio. non-preemptive capital increase. Addex issued a total of 13,037,577 new registered shares at a subscription price of CHF 3.13 per new share. Each new registered share received a 7-year warrant to purchase 0.45 of a share at a purchase price of CHF 3.43. Lead investor NEA participated in the capital increase on the basis of a selective opting-out clause newly adopted by the shareholders' meeting of Addex pursuant to which NEA is specifically exempted from the duty to make a public tender offer during a period of five years. The Swiss Takeover Board confirmed the validity of the selective opting-out clause by decision published on 20 March 2018. Trading in the new shares commenced on 28. March 2018.

New Enterprise Associates is one of the world's largest venture capital firm investing in healthcare and technology. Addex Therapeutics Ltd., whose share are listed on SIX Swiss Exchange, is a Swiss based biopharmaceutical company focused on the development of oral allosteric modulators for neurological disorders. The gross proceeds of the capital increase will be used to advance Addex’s portfolio of drug candidates, including registration studies for lead program, dipraglurant, for levodopa-induced dyskinesia associated with Parkinson’s disease.

The NKF team was led by capital markets partners Thomas Brönnimann and Philippe Weber working with tax partner Markus Kronauer, Andrea Rüttimann, senior associate and Alexander Göbel, junior associate 

27 March 2018: mobilezone holding ag carries out capital increase

Niederer Kraft Frey advised mobilezone holding ag and Bank Vontobel AG, as Sole Lead Manager, in connection with mobilezone holding ag's rights offering that launched on 14 March 2018. Existing shareholders were offered up to 8,585,516 new registered shares at a subscription price of CHF 9.50 per new share. The offering generated gross proceeds of CHF 81.6 million. The rights offering was settled on 27 March 2018.

mobilezone is the leading independent telecom specialist in Switzerland and Germany with sales of CHF 1,172 million and a consolidated profit of CHF 35.2 million in fiscal year 2017.

Bank Vontobel AG is a globally operating financial expert with its headquarters in Zurich, Switzerland. It specializes in asset management for private and institutional investors as well as investment banking.

The NKF team was led by capital market partners Philippe Weber and Thomas Brönnimann working with Deirdre Ni Annrachain, associate and Pascal Hodel, junior associate.

20 March 2018: Eisvogel Group acquires majority stake of Prisma Group in cross-border acquisition

Niederer Kraft & Frey advised Eisvogel Group AG, Zurich, on a cross-border transaction leading to the acquisition of a majority stake in Prisma Group s.r.l., a leading Italian designer and manufacturer of industrial automation solutions headquartered in Basaluzzo, Italy. The transaction closed on 28 February 2018.

Eisvogel is a private industrial holding company providing growth equity, minority to buy out, to high specification industrial business, associated services and industrial software.

The NKF team was led by Patrik R. Peyer (partner, corporate/M&A) and also included Moritz Maurer (senior associate, corporate/M&A) as well as Carlo Egle (junior associate, corporate/M&A). 

20 March 2018: Crypto International Group AB acquires the international business of Crypto AG

Niederer Kraft & Frey, with Swedish law firm Vinge as lead counsel, was Swiss counsel advising Crypto International Group AB, Sweden, on the acquisition of the international business of Crypto AG. The international business will be further developed by Crypto International Group AB. The Swiss business is being transferred to Crypto Schweiz AG as part of a management buyout.

Crypto International AG, a subsidiary of Crypto International Group AB, is taking over the international customer relations and will develop its offering in the direction of comprehensive cyber security solutions in addition to the existing product portfolio in the high security encryption systems sector.

The NKF team was led by TMT partner Clara-Ann Gordon and Corporate/M&A partner Patrik Peyer working with

14 March 2018: NKF advises the underwriters on the IPO of gategroup Holding AG on SIX Swiss Exchange

On 14 March 2018, gategroup Holding AG ("gategroup") announced the launch of its initial public offering (“IPO”) on SIX Swiss Exchange. The IPO comprises a primary offering of up to 21,875,000 newly issued shares, a secondary offering of 54,220,000 existing shares to be sold by the selling shareholder (a HNA Group entity), and an additional up to 7,609,500 existing shares to cover an over-allotment option granted to the underwriters. Secondary proceeds are expected to be CHF 989m to CHF 1,287m (including over-allotments), and primary proceeds are expected to be approximately CHF 350m. The market capitalization of the company following the IPO is expected to be CHF 2,064m to CHF 2,618m. The first trading day is anticipated to be 27 March 2018.

Measured by revenues, gategroup is the world's largest provider of airline catering, retail-on-board and hospitality products and services. Headquartered in Glattbrugg, Switzerland, in 2017 it generated CHF 4.6bn in revenues and had 42,500 employees.

The underwriters of the IPO were Credit Suisse AG and UBS AG (Joint Global Coordinators and Joint Bookrunners), J.P. Morgan Securities plc (Joint Bookrunner) and Banco Santander S.A., ING Bank N.V., Joh. Berenberg, Gossler & Co. KG and UniCredit Bank AG (Co-Bookrunners).

NKF acted as Swiss counsel to the underwriters. Linklaters LLP acted as U.S. counsel to the underwriters.

The NKF team consisted of Philippe Weber (Partner), Thomas Brönnimann (Partner), Christina Del Vecchio (Counsel), Deirdre Ni Annrachain (Associate) and Pascal Hodel (Junior Associate). 

12 March 2018: NKF advises the underwriters on the IPO of Sensirion Holding AG on SIX Swiss Exchange

On 12 March 2018, Sensirion Holding AG ("Sensirion") announced the launch of its initial public offering ("IPO") on SIX Swiss Exchange. The IPO consists of an offering of up to 9,331,428 shares, including newly issued shares to cover an over-allotment option. The market capitalization of the company after the IPO is expected to be CHF 404m to CHF 503m (CHF 438m to CHF 545m assuming full exercise of the over-allotment option). The first trading day is anticipated to be 22 March 2018.

Sensirion is a Swiss-based pure-play sensor specialist that combines a position at the forefront of sensor innovation with a strong track record of manufacturing sophisticated and cost-efficient environmental and flow sensors for the automotive, medical, industrial and consumer end markets.

The underwriters of the IPO were Credit Suisse AG and J.P. Morgan Securities plc (Joint Global Coordinators and Joint Bookrunners) and Bank Vontobel AG (Co-Bookrunner).

NKF acted as Swiss counsel to the underwriters. Sullivan & Cromwell LLP acted as U.S. counsel to the underwriters.

The NKF team consisted of Philippe Weber (Partner), Thomas Brönnimann (Partner), Christina Del Vecchio (Counsel), Deirdre Ni Annrachain (Associate) and Pascal Hodel (Junior Associate).
 

13 February 2018: Finastra acquires Olfa Soft SA

Niederer Kraft Frey advised Finastra as Swiss counsel on the acquisition of Olfa Soft SA and its cutting edge FX e-trading platform for banks and financial institutions. International law firm Pinsent Masons acted as international counsel.

The move enables Finastra to deliver a unique end-to-end real-time eFX trading solution for banks’ treasury departments, covering distribution, position-keeping, post-trade and payments.

Based in Geneva, Switzerland, Olfa Soft specializes in the field of trading platform design and integration, providing seamless FX services. The company is a natural fit for Finastra given its complementary solutions and customers.

The NKF team was led by Technology partner Clara-Ann Gordon and Corporate/M&A partners Patrik R. Peyer and Manuel Werder working with senior associate Moritz Maurer, associate Victor Stancescu and junior associates Anne-Catherine Cardinaux and Carlo Egle on Corporate/M&A, partner Andreas Vögeli and associate Oliver Zbinden on Real Estate, counsel Andrea Nordin on Tax, counsel Christina Rinne on VAT, partner Catherine Grun on employment and Laurence Uttinger on Pensions.

The Pinsent Masons team advising Finastra was led by partner Andrew McMillan and supported by corporate associate, Chris Watts working with Minerva Vanni on Corporate, Samantha Livesey, Felicity Parsons and Samuel Hall on Commercial and Satvi Vepa on Tax.

Nadeem Syed, CEO at Finastra said, “Bringing Olfa Soft into the Finastra fold enables us to provide treasurers around the world with an innovative approach to eFX trading which is unmatched in comprehensiveness in the market. What’s more, this is our first acquisition as Finastra and signals our commitment to ongoing innovation and growth.”

Andrew McMillian added: "Our sectoral expertise was an important factor in the completion of this transaction. As ever, Fintech businesses are adopting cutting-edge technology to stay ahead in this fast-evolving sector and no doubt we'll continue to see deal activity of this type on the increase." Clara-Ann Gordon and Patrik Peyer concur with these statements and emphasize the importance of using integrated teams from all practice areas in order to complete these kind of complex transactions.

3 January 2018: Fortimo sells significant real estate portfolio

Niederer Kraft & Frey advised Fortimo group on the sale of a real estate portfolio consisting of 14 residential properties in 9 different cantons of Switzerland.

With around 50 employees at its headquarters in St. Gallen, Switzerland, Fortimo group develops, acquires and looks after residential and special properties. Since its founding in 2000, Fortimo has planned and realized more than 3'500 residential units, including rented and freehold apartments and building plots. Fortimo acts as investor, developer and supervisor.

The transaction was closed on 3 January 2018.

The NKF team led by Real Estate partner Andreas F. Vögeli, also included:

20 December 2017: Caldec and founding shareholders sell Technogroup to Vitruvian Partners

Niederer Kraft & Frey, with German law firm P+P Pöllath + Partners as lead counsel, was Swiss counsel advising Caldec Holding GmbH and the founding shareholders on the sale of Technogroup IT-Service GmbH to Vitruvian Partners. Technogroup IT-Service GmbH provides information technology services for hardware and software in data centers.

The NKF team was led by Corporate/M&A partner, Patrik R. Peyer working with Corporate/M&A senior associate, Moritz Maurer.

3 January 2018: CPH Chemie + Papier Holding AG acquires assets of Papierfabrik Utzenstorf AG

Niederer Kraft & Frey advised SIX listed CPH Chemie + Papier Holding AG on the acquisition of assets, in particular the recovered paper sorting facility as well as customer and recovered paper supplier contracts, of Papierfabrik Utzenstorf AG with effect from 1 January 2018. The acquisition ensures the continuation of waste paper recycling in the Swiss communities concerned.

CPH is an internationally active and diversified industrial group which is headquartered in Switzerland. The CPH Group develops, manufactures and distributes chemical products, wood-based paper and pharmaceutical packaging films.

The NKF team was led by Corporate/M&A partner Manuel Werder and also included:

  • Corporate/M&A: Andreas Casutt, partner, Roman Sturzenegger, senior associate and Binderiya Gan-Ayush, junior associate
  • Antitrust/Competition: Nicolas Birkhäuser, partner
  • Real Estate: Andreas F. Vögeli, partner
  • Employment: Valerie Meyer Bahar, partner
  • Tax: Andrea Nordin, counsel and Christina Rinne-Luuk, counsel
  • Pensions: Evelyn Schilter, counsel


15 December 2017: Paragon Partners completes acquisition of industrial services division Condecta AG from Arbonia Group

Niederer Kraft & Frey advised Paragon Partners on its successful acquisition of Condecta AG, the industrial service division of Arbonia Group. The transaction was closed on December 12, 2017.
Paragon Partners is an independent, Munich-based private equity company that manages €650 million of committed equity capital. Arbonia is a focussed building supplier listed on the SIX Swiss Exchange and has its head office in Arbon, in the canton of Thurgau, Switzerland.

The NKF team led by M&A partner Manuel Werder consisted of:

 

Please also see announcement from November 14, 2017.

28 November 2017: Niederer Kraft & Frey advises UBS, StormHarbour, Credit Suisse and ZKB in connection with the issuance of asset-backed notes by First Swiss Mobility 2017-2 AG

Niederer Kraft & Frey advised UBS AG as Joint Arranger, lead Joint Bookrunner and Joint Lead Manager, StormHarbour Securities LLP as Joint Arranger and Co-Manager (Class B Notes and Class C Notes) and Credit Suisse AG and Zürcher Kantonalbank each as Joint Lead Manager and Joint Bookrunner in connection with the issuance by First Swiss Mobility 2017-2 AG of CHF 267,300,000 zero per cent. asset-backed Class A Notes due 2027, CHF 16,500,000 1.00 per cent. asset-backed Class B Notes due 2027 and CHF 14,800,000 2.00 per cent. asset-backed Class C Notes due 2027. The Notes which are backed by a portfolio of Swiss auto lease assets originated by Multilease AG are listed on the SIX Swiss Exchange. The transaction which closed on 28 November 2017 constitutes the second auto lease securitization transaction of Multilease AG in 2017 following its debut auto lease securitization transaction on 13 April 2017 in which Niederer Kraft & Frey also acted as adviser to the Arranger and the Managers.

The NKF team was led by partners Daniel Bono (Capital Markets) and Philippe Weber (Capital Markets) and further comprised partner Markus Kronauer (Tax), senior associate Christine Hohl (Capital Markets/Banking & Finance) and junior associate Aurèle Bertrand (Capital Markets).

14 November 2017: Paragon Partners acquires industrial services division Condecta AG from Arbonia Group

Niederer Kraft & Frey advised Paragon Partners on the acquisition of Condecta AG, the industrial service division of Arbonia Group.

Paragon Partners is an independent, Munich-based private equity company that manages €650 million of committed equity capital. Paragon Partners invests in established, mid-sized companies with significant operational value creation potential.

Arbonia is a focussed building supplier listed on the SIX Swiss Exchange and has its head office in Arbon, in the canton of Thurgau, Switzerland. With its headquarters in Winterthur, Switzerland, Condecta is one of the largest providers of modular space solutions, cranes, construction machinery and equipment as well as event services in Switzerland.

The NKF team led by M&A partner Manuel Werder consisted of:

 

13 November 2017: Niederer Kraft & Frey advises Credit Suisse and Vontobel in connection with Evolva Holding SA's rights offering

Niederer Kraft & Frey advised Credit Suisse AG, as Lead Manager and Sole Bookrunner, and Bank Vontobel AG, as Co-Bookrunner, in connection with Evolva Holding SA's rights offering that launched on 30 October 2017. Existing shareholders were offered 296,376,535 new shares with a nominal value of CHF 0.20 each at a subscription price of CHF 0.22 per new registered share. The offering generated gross proceeds of approximately CHF 65 million. The offering closed on 13 November 2017.

Headquartered in Zurich, Switzerland, Credit Suisse AG is one of the world's leading financial services providers. Vontobel AG a globally operating financial expert with its headquarters in Zurich, Switzerland. It specializes in asset management for private and institutional investors as well as investment banking.

Evolva is an international biopharmaceutical group of companies. The Group is active in the development, production and sale of fermentation-based ingredients for health and wellness products, food, household products, and pharmaceuticals and agriculture.

The NKF team was led by partners Philippe Weber and Thomas Brönnimann and further comprised senior associate Christina Del Vecchio, associate Deirdre Ni Annrachain and junior associate Corinne Russi (all capital markets).

25 October 2017: Niederer Kraft & Frey advises Partners Group funds on their placement of 2,800,000 shares in VAT Group AG

Niederer Kraft & Frey advised funds managed by Partners Group AG in connection with their placement of 2,800,000 shares in VAT Group AG by way of an accelerated bookbuilding. The total value of the transaction amounts to CHF 355,600,000. J.P. Morgan Securities plc and Credit Suisse AG acted as joint bookrunners.

The NKF team included partners Philippe Weber and Thomas Brönnimann, along with senior associate Christina Del Vecchio (all capital markets). 

9 October 2017: Niederer Kraft & Frey advises Zühlke Ventures on a financing round of Lunaphore Technologies

Niederer Kraft & Frey has advised Zühlke Ventures, Zurich on a financing round of Lunaphore Technologies, Ecublens. Lunaphore develops a next-generation technology for cancer tissue diagnostics for laboratories and hospitals.

The NKF team was led by Patrik R. Peyer (partner) and further consisted of Moritz Maurer (senior associate).

25 September 2017: Niederer Kraft & Frey advised Newron Pharmaceuticals S.p.A. on private placement

Niederer Kraft & Frey acted as Swiss counsel to SIX Swiss Exchange listed biopharmaceutical company Newron Pharmaceuticals S.p.A. on its successful private placement that raised gross proceeds of approximately CHF 27.0 million. By way of an accelerated bookbuilding, Newron shares were placed with investors both in Europe and the United States (pursuant to an applicable exemption from the registration requirements of the US Securities Act of 1933, as amended).

Newron focuses on the development of novel therapies for patients with diseases of the central and peripheral nervous system. The company is headquartered in Bresso near Milan, Italy.

The NKF team included partners Thomas Brönnimann and Philippe Weber, along with senior associate Christina Del Vecchio (all capital markets). 

1 September 2017: Niederer Kraft & Frey advises NKT Photonics A/S on the closing of the acquisition of Onefive GmbH

Niederer Kraft & Frey advised NKT Photonics A/S, Denmark (NKT Photonics) on the closing of the acquisition of Onefive GmbH (Onefive). Headquartered in Zurich, Switzerland, Onefive is a leading supplier of femtosecond, picosecond and nanosecond laser modules. NKT Photonics is a leading manufacturer of high performance fiber lasers, fiber optic sensing systems and photonic crystal fibers. The transaction was signed in July 2017 and was subject to certain customary closing conditions.

The NKF team was led by Patrik R. Peyer (partner, corporate/M&A) and further comprised Laurence Uttinger (partner, social security and pensions), Moritz Maurer (senior associate, corporate/M&A), Livia Keller (associate, employment), Carlo Egle (junior associate, corporate/M&A) und Binderiya Gan-Ayush (junior associate, corporate/M&A). 

30 August 2017: Niederer Kraft & Frey advises Capvis funds on their placement of 1,435,188 shares in VAT Group AG

Niederer Kraft & Frey has advised funds managed by Capvis Equity Partners AG in connection with their placement of 1,435,188 shares in VAT Group AG by way of an accelerated bookbuilding. The total value of the transaction amounts to CHF 172,222,560. Credit Suisse AG and UBS AG acted as joint bookrunners.

The NKF team included partners Philippe Weber and Thomas Brönnimann, along with senior associate Christina Del Vecchio (all capital markets). 

21 July 2017: Niederer Kraft & Frey advises Landis+Gyr Group, Toshiba Corporation and INCJ in the IPO of Landis+Gyr on SIX Swiss Exchange

On 21 July 2017, Landis+Gyr Group AG ("Landis+Gyr") announced the pricing of its initial public offering (“IPO”) on SIX Swiss Exchange at an offer price of CHF 78 per share, pricing at the top half of the offer price range. Trading of the Landis+Gyr shares on SIX Swiss Exchange commenced on the same day.

With a total offer size of CHF 2.3 billion the IPO of Landis+Gyr has been the largest IPO on SIX of the past ten years and thus far the second largest IPO in Europe of this year.

Landis+Gyr is a leading global provider of smart metering and energy management solutions, operating one of the largest installed bases in the industry with over 300 million devices. Building on over 120 years of industry experience, Landis+Gyr has been at the forefront of the evolution of the global utility industry, enabling its transition from traditional towards “smart” grids.

NKF acted as Swiss counsel to Landis+Gyr as the issuer and to Toshiba Corporation and INCJ as the selling shareholders. Morrison & Foerster LLP acted as international counsel to Landis+Gyr and the selling shareholders.

The NKF team consisted of:
• Philippe Weber (Partner, Capital Markets and Corporate)
• Thomas Brönnimann (Partner, Capital Markets and Corporate)
• Andreas Casutt (Partner, Corporate)
• Markus Kronauer (Partner, Tax)
• Christina Del Vecchio (Senior Associate)
• Roman Sturzenegger (Senior Associate)
• Deirdre Ni Annrachain (Associate)
• Samuel Hochstrasser (Associate)
• Elena Rodriguez (Associate)
• Giulia Ghezzi (Associate)
• Marco Gagliardi (Junior Associate)


Please see press coverage of this IPO here >>

21 July 2017: Niederer Kraft & Frey advises Nectar Financial in connection with its Series A financing round

Niederer Kraft & Frey has advised the Swiss FinTech start-up Nectar Financial (Nectar), based in the canton of Schwyz, in connection with its Series A financing round, in which a renowned Swiss bank acquired a minority stake in Nectar. The transaction closed on June 29, 2017.

Nectar operates a leading platform for wealth and asset management in Switzerland. The completion of the Series A financing round will continue to support Nectar's growth strategy.

The NKF-Team was led by Catherine Grun (Partner, Private Clients) and Patrik R. Peyer (Partner, Corporate / M&A) and further consisted of Roman Sturzenegger (Senior Associate, Corporate / M&A) and Daniel Juri (Junior Associate, Corporate / M&A).

20 July 2017: Niederer Kraft & Frey advises Orange Growth Capital as lead investor in the CHF 10 million Series B financing round of Squirro (Nektoon AG)

Niederer Kraft & Frey has advised OGC Growth Fund II Coöoperatief U.A., The Netherlands, as lead investor in the CHF 10 million Series B financing round of Nektoon AG. Nektoon AG operates the software platform "Squirro". Squirro assists companies in, amongst others, managing their customer relationships based on artificial intelligence technologies.

The NKF-Team was led by Patrik R. Peyer (partner, corporate/M&A) and further consisted of Moritz Maurer (senior associate, corporate/M&A), Rachid Ghazi (senior associate, tax), Livia Keller (associate, employment), Cynthia Oggenfuss (associate, IP) und Binderiya Gan-Ayush (junior associate, corporate/M&A).

7 July 2017: Niederer Kraft & Frey advises NKT Photonics A/S on the acquisition of Onefive GmbH

Niederer Kraft & Frey has advised NKT Photonics A/S, Denmark, on the acquisition of Onefive GmbH. Onefive, with headquarters in Zurich, Switzerland, is a leading ultrafast laser manufacturer. The transaction is subject to certain customary closing conditions, and is expected to be closed in the beginning of September 2017.

The NKF-Team was led by Patrik R. Peyer (partner, corporate/M&A) and further consisted of Laurence Uttinger (partner, social security and pensions), Moritz Maurer (senior associate, corporate/M&A), Livia Keller (associate, employment), Carlo Egle (junior associate, corporate/M&A) and Binderiya Gan-Ayush (junior associate, corporate/M&A). 

16 June 2017: Niederer Kraft & Frey advises Idorsia Ltd on its demerger from Actelion and listing on SIX Swiss Exchange

On June 16, 2017, having completed its demerger from Actelion Ltd, Idorsia Ltd commenced trading on SIX Swiss Exchange. On its first day of trading, the shares of Idorsia Ltd opened at a price of CHF 10.00.

Idorsia is an independent biopharmaceutical company specialized in the discovery, development and commercialization of small molecule therapeutics to meet significant unmet medical needs. It is based in Allschwil, Switzerland and has over 600 employees.

In addition to its role as lead counsel to Actelion in the USD 30 billion public tender offer by Johnson & Johnson, NKF also acted as lead counsel to Idorsia in its demerger and listing on SIX. The NKF team comprised partners Philipp Haas and Ulysses von Salis, senior associates Christina Del Vecchio and Moritz Maurer, associates Deirdre Ni Annrachain, Julia Tolstova and Samuel Hochstrasser, and junior associate Alexander Göbel. 

24 May 2017: Cellnex Telecom in consortium with Deutsche Telekom Capital Partners and Swiss Life Asset Managers announce the acquisition of Swiss Towers AG from Sunrise Communications

Sunrise Communications and a consortium led by Cellnex Telecom (54%) and further comprising Swiss Life Asset Managers (28%) and Deutsche Telekom Capital Partners (18%) (the "Consortium") announced today that they have reached an agreement regarding the sale of Swiss Towers AG ("Swiss Towers"), which owns a portfolio of 2'239 telecom towers in Switzerland. The transaction remains subject to merger clearance and certain further conditions.

Under the transaction the Consortium will acquire Swiss Tower for a total consideration of € 430 million free of cash, in an acquisition that will increase the number of sites managed by Cellnex in Europe by 2'239, pushing the total operated in Spain, Italy, Switzerland, France, Netherlands and the United Kingdom to over 23'000.
As part of the transaction Swiss Towers and Sunrise have entered into a Master Service Agreement ("MSA") for an initial period of 20 years, extendible by a further 20 years in two 10-year tranches.

Thereby Cellnex Telecom becomes the first independent wireless telecommunications services and infrastructure operator to enter Switzerland, consolidating the Company’s position in Europe with more than 23'000 sites across Spain, Italy, France, Netherlands, the UK, and now Switzerland.

Niederer Kraft & Frey acted as legal adviser to the Consortium. The NKF team was led by M&A partner Philippe Weber and Technology partner András Gurovits acting as deputy and covered in particular the following areas:

  • M&A: Philippe Weber, Moritz Maurer, Julia Tolstova, Alex Attinger
  • Telecom (including MSA): Andras Gurovits, Maxim Eifinger, Rune Müller
  • Financing: Marco Häusermann, Christine Hohl
  • Anti-trust: Andras Gurovits, Nicolas Birkhäuser, Lukas Fahrländer
     

12 May 2017: Niederer Kraft & Frey advises BioTelemetry, Inc. on its competing public tender offer to the shareholders of LifeWatch AG

Niederer Kraft & Frey (NKF) is advising BioTelemetry, Inc. on the public tender offer made by its subsidiary Cardiac Monitoring Holding Company, LLC for all publicly-held registered shares of LifeWatch AG. The transaction is a recommended competing bid in which LifeWatch shareholders are offered cash and shares of BioTelemetry common stock, with a total transaction value of approximately CHF 260 million. The transaction is expected to close in June 2017.

BioTelemetry, Inc., headquartered in Malvern, Pennsylvania, USA and listed on NASDAQ, provides monitoring services and digital population health management in a healthcare setting, medical device manufacturing, and centralized core laboratory services for clinical research. SIX Swiss Exchange listed LifeWatch AG is a leading health care services and technology company, specialized in providing remote wireless diagnostic monitoring services as well as developing and manufacturing advanced digital health systems.

The NKF team is led by Philipp Haas (partner) and Thomas Brönnimann (partner) and further consisted of Deirdre Ni Annrachain (associate), Julia Tolstova (associate), Samuel Hochstrasser (associate) and Alexander Göbel (junior associate, all corporate/M&A).

NKF acted alongside Greenberg Traurig, LLP, who acts as U.S. counsel to BioTelemetry, Inc.

11 April 2017: Niederer Kraft & Frey advises Boston Scientific as Swiss Counsel on the acquisition of Symetis

Niederer Kraft & Frey (NKF) advised Boston Scientific Corporation, USA as Swiss counsel on the acquisition of Symetis SA for USD435 million. Headquartered in Ecublens, Switzerland, Symetis is a leading European developer of innovative, minimally invasive heart valve replacement devices. The transaction is subject to antitrust approval, and closing is anticipated for the second half of 2017.

The NKF team was led by András Gurovits (partner, technology/M&A) and Patrik R. Peyer (partner, corporate/M&A) and further consisted of Daniela Schmucki (partner, tax), Valerie Meyer Bahar (partner, employment), Evelyn Schilter (senior associate, corporate/M&A), Roman Sturzenegger (senior associate, corporate/M&A), Mirjam Vögeli (senior associate, corporate/M&A), Livia Keller (associate, employment), Teuta Imeraj (associate, tax), Daniel Juri (junior associate, corporate/M&A) and Rune Müller (junior associate, corporate/M&A).

Niederer Kraft & Frey acted alongside Latham & Watkins, who acted as international counsel to Boston Scientific Corporation.

10 April 2017: Niederer Kraft & Frey advises Vantage Education Group on acquisition of a majority stake in IST AG

Niederer Kraft & Frey (NKF) advised Vantage Education Group, one of the leading private education groups in Switzerland and an investment of Invision Private Equity AG (Invision), on the acquisition of a majority stake in IST AG (IST).

Invision is a leading Swiss and German investment company focusing on small and medium-sized businesses across Europe, particularly in the DACH region. IST is a higher education institution for tourism that provides a broad range of higher education seminars.

The NKF team included Manuel Werder (lead partner, corporate/M&A), Roman Sturzenegger (senior associate, corporate) and Andrea Nordin (counsel, tax).

30 March 2017: Niederer Kraft & Frey acted as transaction counsel in connection with the 3.5% CHF 218,490,000 MCS offering by HOCHDORF

Niederer Kraft & Frey (NKF) acted as transaction counsel in connection with the CHF 218,490,000 offering of mandatory convertible securities (MCS) due 2020 by HOCHDORF Holding AG (HOCHDORF). The securities are convertible into shares of HOCHDORF and a portion of the offering was reserved for the partial financial of the 51% stake in the Pharmalys Group, which HOCHDORF acquired in 2016. Neue Helvetische Bank AG acted as lead manager. The securities will be listed on the SIX Swiss Exchange.

HOCHDORF is a leading Swiss food production company headquartered in Hochdorf near Lucerne. The group is one of the Swiss market leaders in developing, producing and marketing wholesome foodstuffs and ingredients from milk and cereals.

The NKF team consisted of Thomas Brönnimann (partner) and Christina Del Vecchio (senior associate).

3 March 2017: Niederer Kraft & Frey advises Tripema in connection with a financing round

Niederer Kraft & Frey (NKF) has advised Tripema AG with registered office in Feusisberg in connection with a financing round. The closing took place on 23 February 2017.

Tripema AG is an innovative and ambitious company, which is active in the building and construction industry and is specialized in the production and supply of wall elements made of brick.

The NKF team consisted of Patrik R. Peyer (partner, corporate / M&A) and René Fischer (senior associate, corporate / M&A).

 

26 January 2017: ACTELION: CASH OFFER BY JOHNSON & JOHNSON AND DEMERGER OF R&D OPERATIONS

Niederer Kraft & Frey, Slaughter and May, and Wachtell, Lipton, Rosen & Katz represented Actelion on its transaction with Johnson & Johnson announced today.

The transaction involves the following inter-conditional elements:

- a tender offer by Johnson & Johnson for Actelion at a price of USD 280 per share, valuing Actelion at USD 30 billion (CHF 30 billion).
- the creation by way of demerger from Actelion of a new R&D biotech company. This new company will hold Actelion's drug discovery operations along with the majority of its clinical pipeline and have net cash funding of CHF 1 billion. It will be listed on the SIX Swiss Exchange and will be owned by existing Actelion shareholders, with Johnson & Johnson taking an initial 16% holding, with the possibility to rise to 32%.
- royalty arrangements under which the new R&D biotech company will have an income stream from sales of ponesimod and cadazolid, two phase III products owned by Actelion, once these compounds are commercialised.
- a collaboration agreement between the new R&D biotech company and Actelion/Johnson & Johnson in relation to ACT-'577, Actelion's compound for resistant hypertension which is currently in Phase II.

The transaction is conditional on various matters, including certain anti-trust clearances. It is expected to close by the end of Q2 2017.

The integrated legal team was led by Philipp Haas and Ulysses von Salis (Niederer Kraft & Frey), alongside Simon Nicholls and David Johnson (Slaughter and May) and Dan Neff and Greg Ostling (Wachtell, Lipton, Rosen & Katz).

The wider teams also included:
- Niederer Kraft & Frey: Thomas Broennimann (M&A, Corporate), Bertrand Schott (Corporate), Moritz Maurer (M&A, Corporate), Deirdre Ni Annrachain (M&A), Julia Tolstova (M&A, Corporate); Christina DelVecchio (Capital Markets); Daniela Schmucki (Tax), Thomas Graf (Tax), Christina Rinne (VAT), Rachid Ghazi (Tax); Laurence Uttinger (Pensions); Nicolas Birkhäuser (IP and Anti-trust); Clara-Ann Gordon (TMT and IP)
- Slaughter and May: Susannah Macknay (Corporate), Rob Innes (Corporate), Harry Hecht (Corporate), Anthony Doolittle (Corporate), Claire Jackson (Corporate), Henry Herbert (Corporate); Susie Middlemiss (IP), Richard McDonnell (IP); Jeanette Zaman (Tax), Tom Windsor (Tax); Lisa Wright (Anti-trust), Susan Zhuang (Anti-trust), Andrew Gilbert (Anti-trust)
- Wachtell, Lipton, Rosen & Katz: John Robinson (Corporate), Jillian Colbert Alsheimer (Corporate); Franco Castelli (Competition); Greg Pessin (Restructuring & Finance); Adam Shapiro (Employee Benefits), Katherine O'Neill (Employee Benefits); T. Eiko Stange (Tax), Sehj Vather (Tax)
 

4 January 2017: Niederer Kraft & Frey advises maxon motor on the establishment of a joint venture

Niederer Kraft & Frey (NKF) advised maxon motor ag and its German subsidiary on the establishment of a joint venture with listed Straumann Holding AG. The joint venture concerns the development of ceramic components for dental implant systems that are produced by injection moulding instead of conventional cutting techniques.

Headquartered in Sachseln, Switzerland, maxon motor ag is a manufacturer of high precision motors, drives and systems. Straumann Holding AG is based in Basel, Switzerland, and is a global leader in implant, restorative and regenerative dentistry.

The NKF team consisted of Andreas Casutt (partner, corporate/M&A) and Evelyn Schilter (senior associate, corporate/M&A).

7 December 2016: Niederer Kraft & Frey advises Swiss Prime Investment Foundation in connection with a CHF 470 million Offering of Claims of the Investment Group „SPA Immobilien Schweiz”

Niederer Kraft & Frey advises Swiss Prime Investment Foundation in connection with the offering of claims of the investment group „SPA Immobilien Schweiz” with a volume of CHF 470 million. The total equity capital of the investment group is now above CHF 1 billion.

The NKF Team was led by Sandro Abegglen (Lead Partner) and Luca Bianchi (Senior Associate, Financial Products/Regulatory). It further comprised François M. Bianchi (Partner, Regulatory) and Markus Kronauer (Partner, Tax). 

26 October 2016: Niederer Kraft & Frey advises Permira as Swiss Counsel on the acquisition of Schustermann & Borenstein Group (S&B)

Niederer Kraft & Frey (NKF) has advised PrestigeBidCo GmbH, a company controlled by Permira funds, as Swiss counsel (jointly with the international law firm Freshfields Bruckhaus Deringer als lead counsel) on the acquisition of a majority stake in S&B. S&B is the leading exclusive omnichannel retail fashion community in the DACH region. The Parties agreed to keep the purchase price confidential.

The two founding families Schustermann and Borenstein will continue to be invested in S&B. The Permira funds acquire S&B from Ardian, the independent private investment company. The transaction is subject to antitrust approval.

The NKF team consisted of Patrik R. Peyer (partner), René Fischer (senior associate) and Roman Sturzenegger (associate, all corporate/M&A).

27 September 2016: Niederer Kraft & Frey advises Navistar on framework agreement for strategic technology and supply collaboration with Volkswagen Truck & Bus

Niederer Kraft & Frey (NKF) advises Navistar International Corporation (Navistar) on Swiss law aspects of a framework agreement for strategic technology and supply collaboration. On 6 September 2016, Navistar announced that is has formed a wide-ranging strategic alliance with Volkswagen Truck & Bus, which includes an equity investment in Navistar by Volkswagen Truck & Bus, framework agreements for strategic technology and supply collaboration and a procurement joint venture.

Navistar, headquartered in Lisle (Illinois), United States, is a leading manufacturer of commercial trucks, buses, defence vehicles and engines.

The NKF team advising Navistar consists of Philippe A. Weber (corporate), Nicolas Birkhäuser (intellectual property and antitrust), Philipp Candreia (contract law) and Alessandro Stanchieri (contract law).

26 September 2016: Niederer Kraft & Frey advised Trend International Holding AG and its majority shareholder in the sale of Gotha Cosmetics and the subsequent reinvestment in Gotha Cosmetics

Niederer Kraft & Frey (NKF) has advised Trend International Holding AG (Trend) and its majority shareholder, Shawn Sedaghat, in the sale of the capital stock of Gotha Cosmetics S.r.l. (Gotha) to a special purpose vehicle ultimately held by Capvis Equity IV LP (Capvis) and the subsequent reinvestment by Trend in Gotha.

NKF has acted as lead counsel for the seller, particularly negotiating the purchase and reinvestment agreements and various ancillary documents as well as coordinating the activities in various foreign jurisdictions. Capvis has been assisted by Latham & Watkins, Milan. K&L Gates, Gattai Minoli Agostinelli & Partners and Linklaters were also involved. The acquisition was successfully closed on 23 September 2016.

Gotha, founded in 2005, is a private label cosmetics manufacturing company based in Lallio, in the province of Bergamo, Italy. The company, a successful innovation and manufacturing partner serving the full range of global cosmetics brands, is active in the research and development of formulae, in swift industrialization of new products and offers in-house bulk manufacturing, filling and packaging. Gotha currently employs more than 100 people. Shawn Sedaghat remains actively involved in the development of Gotha acting as ongoing CEO.

The NKF team consisted of Philippe Weber (lead partner, M&A/finance), Andreas Casutt (senior partner, corporate/M&A), Daniela Schmucki (senior partner, tax), Nicolas Birkhäuser (partner, competition law), René Fischer (senior associate, corporate/M&A), Paolo Bollini (associate, transactions) and Giulia Ghezzi (associate, transactions).

20 September 2016: Niederer Kraft & Frey advises Citychamp Watch and Jewellery Group on successfully completed acquisition of a majority stake in Valartis Bank (Liechtenstein) AG

Niederer Kraft & Frey (NKF) has advised Hong Kong stock exchange listed Citychamp Watch and Jewellery Group on the acquisition of a majority stake in Valartis Bank (Liechtenstein) AG for CHF 93.5 million. The acquisition was successfully closed on 20 September 2016.

Valartis Bank (Liechtenstein) AG is a fully licensed bank with headquarters in the principality of Liechtenstein. It is the sixth largest bank in Liechtenstein.

The NKF team consisted of Manuel Werder (lead partner, corporate/M&A), Andreas Casutt (senior partner, corporate/M&A), Christoph Balsiger (partner, regulatory), Nicolas Birkhäuser (partner, IP/antitrust), René Fischer (senior associate, corporate/M&A), Yannick Wettstein (associate, regulatory), Daniel Herrera (associate, M&A), Chiara Nyfeler (junior associate, M&A), Nina Bremi (junior associate, M&A) and Mathuri Suppiah (junior associate, employment).

15 September 2016: Niederer Kraft & Frey advises the Management of Roth Group in the course of the acquisition of Roth Brandschutz Holding Ltd. by Equistone

Niederer Kraft & Frey (NKF) advises the Management of Roth Group in the course of the acquisition of Roth Brandschutz Holding Ltd. by funds managed by Equistone Partners Europe from Swiss investors' group Ufenau Capital Partners and the respective reinvestment of the management. The parties have agreed to keep the purchase price confidential.

The Gerlafingen-based Roth Gruppe has – since its incorporation in 1958 – evolved into a leading provider of services in fire protection, insulation and coatings. Roth Group has currently over 350 employees in nine offices all over Switzerland.

The NKF team consisted of Patrik R. Peyer (Lead Partner, Corporate/M&A), Thomas Graf (Partner, Tax) and Roman Sturzenegger (Associate, Corporate/M&A). 

1 September 2016: Niederer Kraft & Frey advises Capvis funds on their successful placement of 2,500,000 shares in VAT Group AG

Niederer Kraft & Frey (NKF) has advised funds managed by Capvis Equity Partners AG in connection with their placement of 2,500,000 shares in VAT Group AG by way of an accelerated bookbuilding. The total value of the transaction amounts to CHF 176,250,000. Credit Suisse AG and UBS AG acted as joint bookrunners.

Capvis Equity Partners AG is a leading private equity firm in Switzerland and a top player in German-speaking Europe. Capvis invests in well-positioned midsize firms with headquarters in Switzerland, Germany or Austria, typically through succession solutions or corporate spin-offs.

The NKF team was led by Philippe Weber (partner, capital markets & corporate/M&A), Ulysses von Salis (partner, corporate/M&A), Thomas Brönnimann (partner, capital markets & corporate/M&A) and Christina Del Vecchio (senior associate, capital markets).

31 July 2016: NKF advises Schindler in connection with agreement on Digital Urban Mobility with GE

Niederer Kraft & Frey Ltd (NKF) has advised Schindler Digital Business Ltd, Ebikon, Switzerland, in respect of negotiation and execution of the co-operation agreement with GE aimed at powering Digital Urban Mobility. Digital Urban Mobility solutions of Schindler comprise digital innovations in elevators, escalators and smart buildings. Based on this agreement, Schindler will use GE’s Predix Platform and GE’s proven digital industrial expertise in advanced analytics to further its efforts in the “Internet of Things”, “predictive analytics” and “machine learning” and to provide intelligent digital solutions to its users and customers.

The NKF team consisted of Dr. András Gurovits (lead partner), Nicolas Birkhäuser (partner) and René Fischer (senior associate). 

19 July 2016: Niederer Kraft & Frey advises WindowMaster Group on acquisition of Focair SA

Niederer Kraft & Frey (NKF) has advised WindowMaster Group (WindowMaster) based in Denmark on its acquisition of the Swiss assembly service provider Focair SA. NKF has supported the Danish law firm Lundgrens as Swiss counsel. The closing took place at the end of June 2016. The parties agreed to keep the purchase price confidential.

WindowMaster supplies sustainable indoor climate solutions through natural ventilation for all types of buildings. It was founded in 1990 and, nowadays, employs around 140 people in Denmark, Germany, England, Switzerland, Norway and US and works with an extensive network of certified partners around the world.

Founded in 1997, Focair SA with its headquarters in Estavayer-le-Lac, French-speaking part of Switzerland, is active in the areas of controlled window ventilation systems, smoke and heat extraction systems as well as access controls.

The NKF team consisted of Patrik R. Peyer (partner), René Fischer (senior associate), Mirjam Vögeli (senior associate) and Roman Sturzenegger (associate, all corporate/M&A).


27 June 2016: Niederer Kraft & Frey advises Repower on intended increase of capital by at least CHF 150 million

Niederer Kraft & Frey advises international energy company Repower on its intended rights issue to increase its capital by at least CHF 150 million. In doing so Repower reinforcing its shareholder structure with the addition of two new investors with a long-term horizon: Elektrizitätswerke des Kantons Zürich and UBS Clean Energy Infrastructure Switzerland KGK.

In a move designed to harmonise and simplify its capital structure, as of 29 April 2016 Repower had its equities delisted from the SIX Swiss Exchange, and following the corresponding resolution of the annual general meeting on 12 May 2016 converted its former bearer shares and participation certificates into standard registered shares.

On 30 May 2016, Repower announced its intended increase in the company’s capital with the aim of consolidating the capital base, reducing net debt and implementing the measures involved in strategically realigning the organisation as an energy services business. An extraordinary general meeting held on 21 June 2016 resolved to increase the company’s capital by means of a rights issue to shareholders.

Repower is an international energy company headquartered in Brusio (Canton Graubünden, Switzerland). Its key markets are Switzerland and Italy. The group operates along the entire electricity value chain from generation and trading to sales and distribution.

The NKF team is led by Philippe Weber (partner, capital markets & corporate) and Ulysses von Salis (partner, capital markets & corporate) and further comprises Alessandro Stanchieri and Joel Marcin.

22 June 2016: Niederer Kraft & Frey advises Invision Private Equity on the acquisition of a majority stake in Parkresort Rheinfelden

Niederer Kraft & Frey has advised Invision Private Equity AG (Invision), a leading private equity company with a focus on mid-size companies in Europe, on the acquisition of a majority stake in Parkresort Rheinfelden Holding AG, a leading provider in the wellness, health and hotel sector.

Invision is a leading Swiss- and Germany-based private equity firm focusing on small and medium-sized businesses across Europe, particularly in the DACH region. Since 1997, Invision has invested in more than 50 businesses, helping companies realize their growth potential and positioning them for long-term success. Invision is a long-standing client of Niederer Kraft & Frey.

The NKF Team comprised Andreas Casutt (lead partner, corporate/M&A), Manuel Werder (partner, corporate/M&A), Thomas Graf (partner, tax), Andreas F. Vögeli (partner, real estate), Laurence Uttinger (partner, pensions), Roman Sturzenegger (associate, corporate/M&A), Rachid Ghazi (senior associate, tax), Daniel Herrera (associate, corporate/M&A) and Mathuri Suppiah (junior associate, employment).

11 May 2016: Niederer Kraft & Frey advises Swiss Capital Group in connection with the launch of the Swiss Capital Investment Foundation I

Niederer Kraft & Frey has advised Swiss Capital Group in connection with its successful launch of the Swiss Capital Investment Foundation I. In this context, two innovative investment groups in the asset class Private Debt (Private Debt Allocator I and II) were launched. The setting-up of the investment foundation comprised a regulatory product approval proceeding before the Occupational Pension Supervisory Commission (OPSC).

The NKF team was led by Sandro Abegglen (Lead Partner) and Luca Bianchi (Senior Associate, Financial Products/Regulatory). It further consisted of François M. Bianchi (Partner, Regulatory), Yannick Wettstein (Associate, Regulatory), Thomas Hochstrasser (Associate, Regulatory), Manuel Werder (Partner, Corporate), Markus Kronauer (Partner, Tax) and Laurence Uttinger (Partner, Tax/Pensions).

14 April 2016: Successful start of trading in IPO of VAT Group AG

After start of the bookbuilding for the IPO of VAT Group AG on SIX Swiss Exchange on March 31, 2016, the final offer price was fixed on April 13, 2016 at CHF 45 per share, resulting in a total offer size of CHF 540 million (respectively CHF 621 million assuming full exercise of the over-allotment option) and an implied market capitalization of CHF 1,350 million. This makes the IPO of VAT the largest IPO in Europe year to date.

The shares of VAT started trading on SIX Swiss Exchange on April 14, 2016 at an opening price of CHF 52.

NKF acts as Swiss counsel to VAT Group in the IPO. The NKF team consists of Philippe Weber (Partner, Capital Markets), Ulysses von Salis (Partner, Corporate), Christina Del Vecchio (Senior Associate), René Fischer (Associate) and Alessandro Stanchieri (Junior Associate). 

11 April 2016: NKF advises Citychamp Watch and Jewellery Group in the acquisition of a 70% majority stake in Valartis Bank (Liechtenstein) AG

Niederer Kraft & Frey advises Hong Kong stock exchange listed Citychamp Watch and Jewellery Group in the acquisition of a 70% majority stake in Valartis Bank (Liechtenstein) AG, a fully licensed bank with headquarters in the principality of Liechtenstein and the sixth largest bank in Liechtenstein, for CHF 77.7 million. The closing is subject to certain conditions precedent.

The NKF team consisted of Manuel Werder (Lead Partner, Corporate, M&A), Andreas Casutt (Senior Partner, Corporate, M&A), Christoph Balsiger (Partner, regulatory), Nicolas Birkhäuser (Partner, IP/Antitrust), René Fischer (Senior Associate, Corporate, M&A), Yannick Wettstein (Associate, regulatory), Daniel Herrera (Associate, M&A), Chiara Nyfeler (Junior Associate, M&A), Nina Bremi (Junior Associate, M&A), and Mathuri Suppiah (Junior Associate, employment). 

31 March 2016: NKF advises VAT Group AG in its IPO on SIX Swiss Exchange

On March 31, 2016, VAT Group, the leading global manufacturer of high-end vacuum valves and related products and services with approximately 1,200 employees, announced the launch of its initial public offering (“IPO”) on SIX Swiss Exchange with the publication of the Offering Memorandum and the start of the book-building process. The IPO aims at broadening the shareholder base of VAT through the sale of 12,000,000 existing shares plus an over-allotment option of up to 1,800,000 existing shares. The price range for the offered shares has been set at CHF 39 to CHF 46 per share, implying an offer volume of approximately CHF 538 million to CHF 635 million (assuming full exercise of the over-allotment option) and a total market capitalization of approximately CHF 1,170 million to CHF 1,380 million. The first day of trading on SIX Swiss Exchange is expected to be on or around April 14, 2016.

NKF acts as Swiss counsel to VAT Group in the IPO. The NKF team consists of Philippe Weber (Partner, Capital Markets), Ulysses von Salis (Partner, Corporate), Christina Del Vecchio (Senior Associate) René Fischer (Senior Associate) and Alessandro Stanchieri (Junior Associate).

30 March 2016: NKF advises Citychamp Dartong Group in the acquisition of HL Le Mirador International SA

Niederer Kraft & Frey advises Shanghai stock exchange listed Citychamp Dartong Group in the acquisition of HL Le Mirador International SA, the owner and operator of the first class hotel "Le Mirador Resort & Spa". The closing has taken place at the end of March 2016.

The NKF team consisted of Manuel Werder (Lead Partner, Corporate, M&A), Andreas Casutt (Senior Partner, Corporate, M&A), Andreas F. Vögeli (Partner, real estate), Laurence Uttinger (Partner, pensions), René Fischer (Senior Associate, Corporate, M&A), Mirjam Vögeli (Senior Associate, M&A, real estate), Cynthia Oggenfuss (Associate, litigation), Daniel Herrera (Associate, M&A), and Mathuri Suppiah (Junior Associate, employment). 

23 February 2016: Lekkerland (Schweiz) AG successfully completes the acquisition of assets of Contadis AG

NKF advised Lekkerland (Schweiz) AG, a leading wholesale trading company for convenience consumption goods, in the acquisition of assets pertaining to the wholesale trading business of Contadis AG (Oettinger Davidoff Group). The Parties agreed to keep the purchase price confidential. The acquisition successfully closed on 23 February 2016.

The NKF team consisted of Manuel Werder (lead partner, corporate, M&A), Gaudenz Zindel (partner, corporate, M&A), Nicolas Birkhäuser (partner, regulatory) and Roman Sturzenegger (associate, corporate, M&A). 

8 February 2016: Niederer Kraft & Frey advises Capvis Equity Partners AG in connection with its successful FINMA authorization as CISA Asset Manager

Niederer Kraft & Frey advises Capvis Equity Partners AG, the leading private equity firm in Switzerland and a top player in German-speaking Europe, in connection with its successful authorization by the Swiss Financial Market Supervisory Authority FINMA as asset manager of collective investment schemes. As of today, Niederer Kraft & Frey has a proven track record of – alone under the revised CISA – more than 10 successful FINMA authorizations of CISA asset managers.

The NKF team included Andreas Casutt (Relationship Partner, Corporate), Sandro Abegglen (Partner, Regulatory) and Andrea Huber (Counsel, Regulatory). 

22 December 2015: Niederer Kraft & Frey advises Neue Zürcher Zeitung AG in the sale of their printing center in Schlieren

NKF advises Neue Zürcher Zeitung AG, publisher of one of the leading newspaper in Switzerland, in the sale of their printing center in Schlieren.

The NKF team consisted of Daniela Schmucki (lead partner, tax), Andreas F. Vögeli (partner, real estate), Andrea Nordin (senior associate, tax) and Dominique Gross (senior associate, real estate).

20 December 2015: Niederer Kraft & Frey advises ASSA ABLOY in the acquisition of Cedes Holding AG

NKF advises ASSA ABLOY, the global leader in door opening solutions listed at Stockholm Stock Exchange, in the acquisition of 100% of the shares in Cedes Holding AG. Cedes is a Swiss leading company in sensor technology to the door and elevator industry. The transaction is expected to close during the 1st quarter of 2016.

The NKF team consisted of Thomas Brönnimann (lead partner, M&A), Philippe Weber (partner, M&A), Nicolas Birkhäuser (partner, IP / Regulatory), René Fischer (senior associate, M&A) and Roman Sturzenegger (associate, M&A). 

10 December 2015: Niederer Kraft & Frey advises Lekkerland (Schweiz) AG in the acquisition of assets of Contadis AG

NKF advises Lekkerland (Schweiz) AG, a leading wholesale trading company for convenience consumption goods, in the acquisition of assets pertaining to the wholesale trading business of Contadis AG (Oettinger Davidoff Group). The deal is expected to be closed in the beginning of 2016. The Parties agreed to keep the purchase price confidential.

The NKF team consisted of Manuel Werder (lead partner, corporate, M&A), Gaudenz Zindel (partner, corporate, M&A), Nicolas Birkhäuser (partner, regulatory) and Roman Sturzenegger (associate, corporate, M&A). 

3 December 2015: Partners Group's three founding partners enter into a five-year derivative transaction which supports further private markets investment alongside clients

Partners Group, the global private markets investment manager, announced today that its founding partners and largest shareholders, Dr. Marcel Erni, Alfred Gantner and Urs Wietlisbach, have entered into a derivative transaction concerning up to 4.1% each of Partners Group's total share capital over the next five years.


The transaction involves so-called collars which enable the three co-founders to continue to participate in certain upside up to a certain level, while being afforded certain downside protection at certain levels. The transaction does not foresee any change in the size of the three co-founders' stakes in Partners Group during the period until maturity, absent extraordinary events as customary for such derivatives.


Partners Group is a global private markets investment manager with over EUR 42 billion in investment programs under management in private equity, private debt, private real estate and private infrastructure. Partners Group is headquartered in Zug, Switzerland and has 18 offices around the globe. The firm employs over 800 people and is listed on the SIX Swiss Exchange. The current market capitalization of Partners Group exceeds CHF 9 billion.


Niederer Kraft & Frey acted as Swiss counsel to the three co-founders. The NKF team was led by Philippe Weber and further comprised partners Thomas Brönnimann (capital markets) and Markus Kronauer (tax) as well as senior associate Rachid Ghazi. 

2 December 2015: Successful start of trading in IPO of EDAG

On 4 November 2015 EDAG Engineering Group, a leading independent provider of engineering services for the global automotive industry, announced its intention to do an initial public offering (IPO) and admission for trading in the regulated market of the Frankfurt Stock Exchange (Prime Market). On 2 December 2015 trading of EDAG shares on the Frankfurt Stock Exchange started successfully.

EDAG is a world leading independent provider of engineering services and develops solutions for the global automotive industry. With an international network of 57 locations in the most important centers of the automotive industry in the world, EDAG services leading national and international car manufacturers and suppliers. As at 30 June 2015 EDAG employed approximately 7,600 employees (including trainees) in 19 countries.

The listed entity, EDAG Engineering Group AG, is domiciled in Switzerland.

Niederer Kraft & Frey acted as Swiss counsel to EDAG in the IPO in collaboration with Freshfields Bruckhaus Deringer LLP as German and US Counsel. Members of the NKF team comprised Philippe Weber (team leader), Andreas Casutt (Corporate Governance), Markus Kronauer (Tax), Bertrand Schott (Banking and Securities) and Roman Sturzenegger (Corporate).

24 November 2015: NKF advises on initial AMAG auto lease securitization

Niederer Kraft & Frey has advised UBS AG as Lead Manager, Sole Bookrunner and Co-Arranger, Stormharbour as Co-Arranger and Zürcher Kantonalbank as Senior Co-Manager in relation to the securitisation of a portfolio of Swiss auto lease assets originated by AMAG Leasing AG in Switzerland. This auto lease securitisation represents the first capital markets transaction of AMAG Group. A total of CHF 310.4 million in AAA-rated Class A Notes were successfully placed and issued by Swiss Car ABS 2015-1, a wholly owned subsidiary of AMAG Leasing AG. The Class A Notes are listed on SIX Swiss Exchange.

The NKF team consisted of Daniel Bono (lead partner), Philippe Weber (partner, capital markets), Markus Kronauer (partner, tax), assisted by senior associate Christina Del Vecchio. 

23 November 2015: Raiffeisen Schweiz Genossenschaft successfully places 597,354 Leonteq shares by way of an accelerated bookbuilding

Raiffeisen Schweiz Genossenschaft ("Raiffeisen") has placed 597,354 Leonteq shares with existing and new investors through its subsidiary Notenstein La Roche Private Bank Ltd by way of an accelerated bookbuilding. The total value of the transaction amounts to CHF 89.6 million. Credit Suisse acted as sole bookrunner for the placement.

Niederer Kraft & Frey has advised Raiffeisen in the transaction. The NKF team consisted of Philippe Weber (partner), Thomas Brönnimann (partner) and Christine Hohl (associate). 

17 November 2015: NKF advises Zeochem AG in the acquisition of ALSIO Technology Co. Ltd

NKF advises, in cooperation with King & Wood Mallesons, Bejing, Zeochem AG, a leading manufacturer of molecular sieves for industrial applications, and of chromatography gels for the pharmaceuticals industry, in the acquisition of ALSIO Technology Co. Ltd (ALSIO) from the Jiangsu Feixiang Group, domiciled in Lianyungang, China. The deal is expected to be closed in the beginning of 2016. The Parties agreed to keep the purchase price confidential.

The NKF team consisted of Manuel Werder (lead partner). 

5 November 2015: NKF advises Orange Growth Capital in Switzerland's largest FinTech start-up financing round so far

Niederer Kraft & Frey advises Orange Growth Capital, a FinTech VC based in London and Amsterdam, in connection with Knip AG's (Zurich) recently closed financing round which is with CHF 15 million Switzerland's largest FinTech financing round for a start-up company so far. Knip AG is a mobile-first digital insurance broker enabling its users through an app to easily view and manage their insurance policies on their smartphone.

The NKF team consisted of Patrik R. Peyer (Partner, Corporate M&A) and René Fischer (Associate,
Corporate M&A).
 

23 September 2015: Niederer Kraft & Frey advises Swiss Prime Site in connection with the Launch of the Swiss Prime Investment Foundation

Niederer Kraft & Frey advises Swiss Prime Site in connection with its successful launch of the Swiss Prime Investment Foundation with a primary issuance of CHF 550 million. Notenstein acted as distribution agent. The proceeds of the offering are invested in a real estate portfolio by the Swiss Prime Investment Foundation. The setting up of the investment foundation comprised a regulatory product approval proceeding before the Occupational Pension Supervisory Commission (OPSC). In addition, NKF advised Swiss Prime Site with respect to obtaining an asset management license regarding real estate asset management for pension funds from OPSC.

The NKF Team was led by Sandro Abegglen (Lead Partner) and Luca Bianchi (Associate, Financial Products/Regulatory). It further comprised François M. Bianchi (Partner, Regulatory), Yannick Wettstein (Associate, Regulatory), Manuel Werder (Partner, Corporate), Thomas Hochstrasser (Associate, Regulatory), Markus Kronauer (Partner, Tax) and Laurence Uttinger (Senior Associate, Tax/Pensions).

 

17 September 2015: Niederer Kraft & Frey advised in connection with Evolva Holding SA's rights offering

Niederer Kraft & Frey advised Credit Suisse AG, as Lead Manager and Sole Bookrunner, Bank Vontobel AG, as Co-Manager, and Kepler Cheuvreux SA and Mirabaud Securities LLP (collectively, as Selling Agents) in connection with Evolva Holding SA's rights offering that launched on 3 September 2015. Existing shareholders were offered 62,412,477 new shares with a nominal value of CHF 0.20 each at a subscription price of CHF 0.92 per new registered share. The offering was fully underwritten by Credit Suisse AG and Bank Vontobel with gross proceeds of approximately CHF 57.4 million. The offering closed on 17 September 2015.

The NKF Team consisted of Philippe Weber (Lead Partner), Thomas Brönnimann (Partner) and Christina Del Vecchio (Senior Associate).

 

22 July 2015: Niederer Kraft & Frey advises CITTTIC Industries AG in the acquisition of Schaltag Group from Rieter Group

Niederer Kraft & Frey advises the CITTTIC Group, a group of companies specialized in the acquisition and development of European industrial companies, in the acquisition of Schaltag AG (Switzerland) and Schaltag s.r.o. (Czech Republic) from the Rieter Group. As leading company, the Schaltag Group provides comprehensive services in engineering, construction and manufacturing of machine and plant control systems, as well as electromechanical assembly groups. It has a workforce of approx. 250 employees in its two locations. The Parties agreed to keep the purchase price confidential.

The NKF team consisted of Manuel Werder (lead partner, corporate M&A), Thomas Graf (partner, tax), Christoph Balsiger (partner, banking and finance) and René Fischer (associate, corporate M&A).
 

30 June 2015: Implenia AG successfully completes its offering of CHF 175 million subordinated unsecured convertible bonds due 2022

Niederer Kraft & Frey advised UBS AG and Credit Suisse AG, the Joint Bookrunners, and Zürcher Kantonalbank, the Co-Lead Manager, in connection with Implenia AG's ("Implenia") offering of CHF 175 million subordinated unsecured convertible bonds due 2022 convertible into shares of Implenia. The bonds will be listed on the SIX.

The NKF Team consisted of Philippe Weber (Lead Partner), Christina Del Vecchio (Senior Associate) and Giulia Ghezzi (Associate).
 

29 June 2015: Niederer Kraft & Frey advised on the financing of the acquisition of World Duty Free by Dufry

On 30 March 2015, Dufry AG (Dufry), a Swiss corporation listed on the SIX Swiss Exchange, announced that it has entered into a binding agreement with Edizione S.r.l. to acquire Edizione's 50.1% stake in Italian based World Duty Free S.p.A. (WDF) for EUR 10.25 per share in cash, implying an enterprise value of WDF of EUR 3.6 billion (CHF 3.8 billion). Following completion of the acquisition of Edizione's stake in WDF, Dufry will launch a mandatory tender offer for the remaining 49.9% of WDF's outstanding shares for EUR 10.25 per share in cash.

The acquisition is being financed through a combination of equity and debt financing, including:

  • CHF 2.2 billion raised in connection with an "at-market" rights offering by Dufry (closed 29 June 2015)
  • EUR 3.6 billion (CHF 3.8 billion) fully committed bridge facility provided by BBVA, Goldman Sachs, ING, Santander, UBS and UniCredit

 

The rights issue was fully secured by a combination of a firm underwriting by a bank consortium consisting of BNP PARIBAS, Credit Suisse, Goldman Sachs International and UBS as well as commitments by GIC, QIA and Temasek.

NKF advised the underwriting banks in the rights offering and the bridge lenders. The NKF team was led by Philippe Weber and further comprised Thomas Brönnimann (partner, rights offering), Marco Häusermann (partner, bridge facility) and the associates Christine Hohl and Giulia Ghezzi.
 

31 May 2015: Swiss Prime Site AG successfully completes its rights offering generating gross proceeds of approximately CHF 424 million

Niederer Kraft & Frey advised UBS AG, the Sole Global Coordinator, and Bank Vontobel AG, Credit Suisse AG and Zürcher Kantonalbank, the Joint Bookrunners, in connection with Swiss Prime Site AG's recent rights offering that closed on 1 June 2015. Existing shareholders were offered up to 5,970,129 new shares with a nominal value of CHF 15.30 each at a subscription price of CHF 71.00 per new registered share. At the end of the rights exercise period, 98.8% of the offered shares were subscribed for. The remaining 71,109 new shares were sold in the market. The rights offering resulted in gross proceeds of approximately CHF 424 million.

The NKF Team consisted of Philippe Weber (Lead Partner), Thomas Brönnimann (Partner), Christina Del Vecchio (Senior Associate) and Stefan Härtner (Junior Associate). 

31 March 2015: Niederer Kraft & Frey advised Schroder ImmoPLUS in the acquisition of Mövenpick Hotel in Lausanne

Niederer Kraft & Frey advised listed real estate fund Schroder ImmoPLUS in the acquisition of the 4-star Hotel Mövenpick in Lausanne. The investment amounts to more than CHF 74 million.

The NKF team consisted of Andreas F. Vögeli (Partner) and Dominique Gross (Senior Associate).

31 March 2015: Niederer Kraft & Frey advised BSI to reach, as first bank, a Non-Prosecution Agreement with the U.S. Department of Justice under the U.S. Program for Swiss Banks

Niederer Kraft & Frey advised BSI to reach a Non-Prosecution Agreement with the U.S. Department of Justice (DOJ) under the DOJ's "Program for Non-Prosecution Agreements or Non-Target Letters for Swiss Banks", announced on 29 August 2013, which enables participating banks to resolve their liability with the DOJ arising from their legacy U.S. private banking cross-border business. BSI participated in this Program as "Category 2 bank" and is the first bank to reach a resolution under the Program.


BSI was advised by a joint team of Niederer Kraft & Frey and Quinn Emanuel Urquhart & Sullivan LLP. The NKF core team comprised partners Philippe Weber and Philipp Candreia and a group of associates led by associates Katia Ziegler and Juerg Bloch.

24 February 2015: Knorr-Bremse AG successfully completes the acquisition of Selectron Systems AG

Niederer Kraft & Frey advised Knorr-Bremse AG, the world’s leading manufacturer of braking systems for rail and commercial vehicles, which is based in Munich and employs more than 24,000 people worldwide, in the acquisition of Selectron Systems AG, Lyss. Through this acquisition, Knorr-Bremse is expanding its portfolio to include components and solutions for the automation of rail vehicles. The acquisition successfully closed on 24 February 2015.

The NKF team consisted of Philippe Weber, Manuel Werder (lead partners, corporate, M&A), Andrea Nordin (counsel, tax), Gian-Andrea Caprez (Senior Associate, M&A), Alexander Schütz and Samuel Hochstrasser.

11 February 2015: NKF advises Underwriters on Sunrise's CHF 2.3 billion IPO on SIX Swiss Exchange and IPO-related refinancing transactions - largest Swiss IPO since 2006

Niederer Kraft & Frey advised Deutsche Bank and UBS as Joint Global Coordinators, the Joint Global Coordinators, Berenberg, and Morgan Stanley as Joint Bookrunners and Vontobel as Co-Lead Manager in connection with the successful Initial Public Offering and listing on the SIX Swiss Exchange of Sunrise, Switzerland's second largest telecom operator.

With an offer size of CHF 2.274 billion (including Over-Allotment Option), the Sunrise IPO was the largest Swiss IPO since 2006 and the largest telecoms IPO in the EMEA region since 2004.

On 5 February 2015, the Sunrise shares were priced at CHF 68 per share. As a result of intense investor demand, the selling shareholder increased the number of shares sold, resulting in an increase of the deal size by approximately one fifth. Trading in Sunrise shares on SIX commenced on 6 February 2015. On 11 February 2015, the Joint Bookrunners exercised the Over-Allotment Option in full.

The IPO further comprised several IPO related refinancing transactions of Sunrise, including the issuance of 2.125% CHF 500 million senior secured notes due 2022 which priced on 10 February 2015, new credit facility agreements and an innovative handset receivables factoring agreement. NKF also acted as Swiss counsel to the financing banks in these transactions.

The NKF team comprised partners Philippe Weber, Daniel Bono, Marco Häusermann and Markus Kronauer (tax), senior associates Christina Del Vecchio, Arie Gerszt and Mario Erni (tax), associate Christine Hohl and junior associate Samuel Hochstrasser.
 

10 February 2015: Niederer Kraft & Frey advised Bridgepoint in connection with the sale of Infront Sports & Media AG to Dalian Wanda Group Co. Ltd.

Niederer Kraft & Frey Ltd. (NKF) advised Bridgepoint in connection with the sale of Infront Sports & Media AG to Dalian Wanda Group Co. Ltd. The agreement was signed on 10 February 2015 and is subject to customary conditions.

The transaction is valued at approximately EUR 1.05 billion. Bridgepoint was advised by Lazard (corporate finance), KPMG (financial and tax due diligence), Latham & Watkins, Niederer Kraft & Frey Ltd. (NKF) and Clifford Chance (legal).

The NKF team consisted of Dr. András Gurovits (lead partner, corporate and commercial), Thomas Brönnimann (partner, corporate), Marco Häusermann (partner, finance), Gian-Andrea Caprez (senior associate, corporate and commercial) and Arie Gerszt (senior associate, finance and corporate).

In 2011, Niederer Kraft & Frey already advised Bridgepoint in the acquisition of Infront Sport & Media AG.

27 January 2015: Sunrise launches Initial Public Offering

Sunrise announced today the launch of its initial public offering ("IPO") on the SIX Swiss Exchange with the publication of the offering and listing memorandum and the start of the bookbuilding process. Trading is expected to commence on 6 February 2015. With an offer size of CHF 1.6 billion, the Sunrise IPO constitutes the largest IPO on the SIX Swiss Exchange since 2006 and the first IPO in the Swiss telecommunications sector since 1998.

Sunrise is the second largest telecoms company in Switzerland with a market share of 27% in the mobile phone sector and 9% in the broadband sector.

Niederer Kraft & Frey is acting as Swiss counsel to the Joint Global Coordinators, the Joint Bookrunners and the Co-Lead Manager. The NKF team comprises Philippe Weber, Daniel Bono, Christina Del Vecchio, Christine Hohl and Samuel Hochstrasser.

23 January 2015: Niederer Kraft & Frey advises Quantica Capital AG in connection with its successful FINMA authorization as CISA asset manager

Niederer Kraft & Frey advises Quantica Capital AG, an asset management company focused on quantitative investment strategies, in connection with its successful authorization by the Swiss Financial Market Supervisory Authority FINMA as asset manager of collective investment schemes. As of today, Niederer Kraft & Frey has a proven track record of – alone under the revised CISA – 10 successful FINMA authorizations of CISA asset managers including, among others, Twelve Capital AG, BWM AG, Parsumo Capital AG, JMA Jürg Maurer Asset Management AG and MainFirst Schweiz AG.

The NKF team included Sandro Abegglen (Partner) and Andrea Huber (Counsel).
 

22 January 2015: Niederer Kraft & Frey advises Sherpa Asset Management AG in connection with its successful FINMA authorization as CISA asset manager

Niederer Kraft & Frey advises Sherpa Asset Management AG, providing asset management services to wealthy individuals, foundations, family offices and other institutions, in connection with its successful authorization by the Swiss Financial Market Supervisory Authority FINMA as asset manager of collective investment schemes.

The NKF team included Sandro Abegglen (Partner) and Andrea Huber (Counsel).
 

19 December 2014: Niederer Kraft & Frey advised Knorr-Bremse AG in the acquisition of Selectron Systems AG

Niederer Kraft & Frey advised Knorr-Bremse AG, the world’s leading manufacturer of braking systems for rail and commercial vehicles, which is based in Munich and employs more than 24,000 people worldwide, in the acquisition of Selectron Systems AG, Lyss. Through this acquisition, Knorr-Bremse is expanding its portfolio to include components and solutions for the automation of rail vehicles.


The NKF team consisted of Philippe Weber, Manuel Werder (lead partners, corporate, M&A), Andrea Nordin (counsel, tax), Gian-Andrea Caprez (Senior Associate, M&A), Alexander Schütz and Samuel Hochstrasser.
 

18 December 2014: Niederer Kraft & Frey advises NJJ Capital SAS in its acquisition of Orange Communications SA, Switzerland

On 18 December 2014, Apax and NJJ Capital SAS, Xavier Niel's private holding company, have agreed to sell mobile telecom operator Orange Communications SA for a total transaction value of CHF 2.8 billion (EUR 2.3 billion). The transaction is subject to customary regulatory approval and expected to complete by the end of Q1 2015.

Niederer Kraft & Frey has acted as Lead M&A and Regulatory Legal Counsel to NJJ Capital for the transaction, and as Swiss legal counsel to NJJ Capital for tax and financing related matters.

The NKF Team comprised Philippe Weber (Partner M&A/ Finance, Lead), András Gurovits (Partner, TMT/Regulatory), Philipp Candreia (Partner, M&A/Finance), Markus Kronauer (Partner, Tax), as well as Mario Erni (Senior Associate, Tax), Laurence Uttinger and René Fischer (both Pensions), Stefan Härtner and Samuel Hochstrasser (both M&A) and others.

21 November 2014: Niederer Kraft & Frey advises Mercer in the acquisition of SCM Strategic Capital Management AG

Niederer Kraft & Frey advised Mercer, a part of the Marsh & McLennan Companies group, in the acquisition of SCM Strategic Capital Management AG (SCM). Completion of the transaction is inter alia subject to regulatory approvals. NKF is supporting the Mercer in-house legal team. Slaughter and May is advising on Hong Kong law and Elvinger, Hoss & Prussen on Luxembourg law matters.

Mercer is a consulting firm that advises clients in relation to human resources and related retirement and investments services. As at 30 September 2014, Mercer had USD 108 billion in assets under management, including USD 13 billion in alternative assets under management. SCM is a specialised Swiss investment advisor for institutional investors and focuses on investments in private equity, real estate and infrastructure. It has subsidiaries in Luxembourg and Hong Kong.

The NKF team included partners Philipp Haas and Ulysses von Salis (both M&A), senior associate Patrik Peyer (M&A), senior associate Bertrand Schott (regulatory) and associate Urs Hofer. The Slaughter and May team comprised Jason Webber (partner) and Johnathan Lai (associate). The Elvinger, Hoss & Prussen team was led by Katia Panichi (partner).
 

21 November 2014: Niederer Kraft & Frey advises managers in EUR 250m hybrid bond issuance by ARZYTA

ARYZTA successfully placed EUR 250,000,000 perpetual callable subordinated securities through its Irish financing vehicle Aryzta Euro Finance Limited. The securities are guaranteed on a subordinated basis by ARYZTA AG, the Swiss parent company. Niederer Kraft & Frey AG acted as legal advisors to the joint lead managers, BNP Paribas, J.P. Morgan Securities plc and Coöperatieve Centrale Raiffeisen-Boerenleenbank B.A. (Rabobank).

The NKF team comprised Marco Häusermann (Partner, lead), Markus Kronauer (Partner, tax) and Arie Gerszt (Senior Associate).
 

October 2014: Niederer Kraft & Frey advises Progressive Capital Partners Ltd in connection with its FINMA authorization as CISA asset manager and representative

Niederer Kraft & Frey advises Progressive Capital Partners Ltd, an asset management company focusing on alternative investments, in connection with its authorization by the Swiss Financial Market Supervisory Authority FINMA as asset manager and representative of collective investment schemes (June 2014).

The NKF team included Sandro Abegglen (Partner) and Andrea Huber (Counsel).
 

11 September 2014: Swiss Re Corporate Solutions Ltd successfully placed subordinated notes

Swiss Re Corporate Solutions Ltd successfully placed subordinated notes in an amount of USD 500,000,000 with a term of 30 years through Cloverie Public Limited Company. The notes issued by Swiss Re Corporate Solutions Ltd shall qualify as lower tier 2 capital (unteres ergänzendes Kapital) under Swiss insurance regulations. BNP Paribas, Citigroup Global Markets Limited, Merrill Lynch International, RBC Europe Limited, SMBC Nikko Capital Markets Limited, Standard Chartered Bank, UniCredit Bank AG und Wells Fargo Securities International Limited acted as managers or co-managers.

Niederer Kraft & Frey acted as legal advisor to the managers and co-managers. The team comprised Marco Häusermann and Christina Del Vecchio (both Capital Markets) and Markus Kronauer (Tax).
 

4 September 2014: Niederer Kraft & Frey advises the owners of the Roth companies

Niederer Kraft & Frey advises the owners of the Roth companies with registered seats in Gerlafingen (SO), Lausen (BL), Rümlang (ZH) and Malters (LU), in the context of their succession plan in the sale of a majority participation in the Roth Group, a Swiss leading provider of solutions in the area of fire protection, insulation and lamination with approx. 200 employees – to Constellation Capital AG, Pfäffikon. The parties have agreed to keep the purchase price confidential.

The NKF team included Patrik R. Peyer (Lead, M&A) and Dominic Studer (M&A).
 

12 August 2014: Niederer Kraft & Frey advises Zurich-based Leonteq in connection with its fully underwritten CHF 173 million rights offering

In the rights offering Leonteq, a Zurich-based integrated structured investment service provider listed on SIX Swiss Exchange (SIX: LEON), offered a total of 1,296,295 new registered shares through the issuance of tradable subscription rights to existing shareholders. By the end of the subscription period subscription rights for 99.6% of the new registered shares offered had been exercised. The net proceeds of the rights offering were CHF 173 million. Credit Suisse AG acted as Global Coordinator and Joint Bookrunner, Raiffeisen Cooperative Switzerland as Joint Bookrunner.

The NKF team consisted of partners Philippe Weber, Daniel Bono and Markus Kronauer (tax), assisted by senior associates Christina Del Vecchio, Mario Erni (tax) and Gian-Andrea Caprez, and junior associate Samuel Hochstrasser.

7 August 2014: Niederer Kraft & Frey advises Herbert Schneider in the sale of W. Schneider+Co AG

Niederer Kraft & Frey advises Herbert Schneider in the sale of W. Schneider+Co AG, a Swiss company with a long tradition, which is the market leader in the field of mirror cabinets with approximately 100 employees in Langnau am Albis, Flums and Laufenburg (Germany), in the context of his succession plan to the Investnet Group. The parties have agreed to keep the purchase price confidential.

The NKF team included Manuel Werder, Thomas Graf and Andrea Nordin (both tax).

24 July 2014: Niederer Kraft & Frey advises Citychamp Watch and Jewellery Group Ltd in the issuance of a Bond

Niederer Kraft & Frey advises Citychamp Watch and Jewellery Group Ltd (formerly known as China Haidian Holdings Ltd.), a group of companies listed on the Hong Kong Stock Exchange and primarily engaged in design, production and sale of watches and timepieces, which possesses, among others, the renowned global watch brands "Corum", "Eterna" and "Rotary", in the issuance of a Bond. UBS AG acted as listing and principal paying agent in respect of the Bonds Issue.

The NKF team consisted of Christoph Balsiger (partner), Manuel Werder and Dominic Studer (both senior associates).
 

17 July 2014: NKF advised on the financing of the acquisition of The Nuance Group AG by Dufry AG

On 4 June 2014, Dufry AG ("Dufry"), a Swiss corporation listed on the SIX Swiss Exchange, announced that it had signed an agreement to acquire 100% of The Nuance Group AG ("Nuance"), a global travel retailer based in Zurich, for a consideration of CHF 1.55 billion.

The acquisition is being financed through a combination of equity and debt financing, including:

  • CHF 810 million raised in connection with a rights offering by Dufry (closed on 14 July 2014);
  • CHF 275 million in connection with the issuance of mandatory convertible notes by Dufry Financial Services B.V. convertible into ordinary shares of Dufry (closed on 13 June 2014);
  • EUR 500 million in connection with the issuance of high yield notes by Dufry Finance SCA (closed on 17 July 2014); and.
  • CHF 1,600,000,000 term loan bridge facility (commitments reduced with the proceeds raised in the above described rights offering and mandatory convertible notes), USD 1,010,000,000 term facility, EUR 500,000,000 term facility and CHF 900,000,000 multicurrency revolving credit facility (closed on 3 June 2014).
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Following completion of the acquisition, Dufry will be a leader in the global duty free and travel retail market, with global and geographically diversified operations across all continents.

The NKF team was led by Philippe A. Weber and further comprised Thomas Brönnimann (partner, rights offering and high yield bond), Marco Häusermann (partner, credit facility), Daniel Bono (partner, mandatory convertible notes) and Christina Del Vecchio (senior associate, mandatory convertible notes, rights offering and high yield bond).

14 July 2014: Generali agreed to sell BSI SA to BTG Pactual

Assicurazioni Generali S.p.A. announced the sale of its banking subsidiary BSI SA to Banco BTG Pactual S.A. for CHF 1.5 billion. The transaction is subject to regulatory approvals.

Generali was advised by a joint team of Niederer Kraft & Frey and Homburger. The NKF team was led by Philippe Weber and further comprised Philipp Candreia (Partner, M&A and Regulatory), Juerg Bloch (Associate, M&A), Katia Ziegler (Associate, M&A), Andrea Huber (Counsel, Regulatory), Florian Bernet (Junior Associate, M&A) and Paolo Bollini (Junior Associate, M&A). 

26 June 2014: Niederer Kraft & Frey advises CPH Chemie + Papier Holding AG in the issuance of a CHF 120m corporate bond

Niederer Kraft & Frey advises CPH Chemie + Papier Holding AG (SIX: CPHN) in the issuance of a CHF 120m corporate bond (the first-ever bond issued by the CPH Group). The issuance of the corporate bond was coordinated by UBS AG.

The NKF team consisted of Philippe Weber, Christoph Balsiger (both partners) and Manuel Werder (senior associate).

15 June 2014: Swiss entity represented by NKF prevails in administrative proceedings commenced against it by the State Secretariat for Economic Affairs SECO

The State Secretariat for Economic Affairs has decided to terminate its extensive investigation proceedings conducted against a Swiss entity with major global operations for an alleged circumvention of sanctions without taking any action. In a case with an extremely complex and intertwined factual set up taking place in several different countries, the Swiss entity, represented by NKF, succeeded in demonstrating to the authorities that the alleged misconduct lacked any basis and that, in particular, most of the alleged activity was not even comprised by the sanctions, which the SECO had initially deemed circumvented.

The NKF Team comprised Daniel Eisele (Partner), Tamir Livschitz (Senior Associate) and Lukas Beeler (Associate).
 

2 June 2014: Niederer Kraft & Frey advises OC Oerlikon Corporation AG in the successful completion of the acquisition of Sulzer Metco

On 31 January 2014 OC Oerlikon has announced the execution of an agreement with Sulzer to buy the Sulzer Metco Division at an enterprise value of CHF 1.0 billion. Niederer Kraft & Frey AG has acted as lead legal transaction counsel of OC Oerlikon in this important transaction. OC Oerlikon Corporation AG, Pfäffikon is listed on the SIX Swiss Exchange and a leading high-tech industrial group specializing in machine and plant engineering. Sulzer Metco is a leading provider of surface solutions with global presence. The combination of Metco with OC Oerlikon's existing Coating Segment shall form a world technology leader in Surface Solutions. The acquisition successfully closed on 2 June 2014.

The NKF Team comprised Philippe Weber (Partner, Lead), Manuel Werder (Senior Associate, M&A), András Gurovits (Partner, Merger Control), Gian-Andrea Caprez (Senior Associate, M&A), Arie Gerszt (Senior Associate), Laurence Uttinger (Pensions), Juerg Bloch, Samuel Hochstrasser, Jürg Fisch, Florian Bernet and others.

16 May 2014: Shares of HIAG Immobilien Holding AG start trading on SIX Swiss Exchange

On 6 May 2014, HIAG Immobilien Holding AG announced the launch of its initial public offering ("IPO") on SIX Swiss Exchange with the publication of the offering and listing memorandum and the start of the bookbuilding procedure.

Following completion of the roadshow, the final offer price was fixed on 15 May 2014 at CHF 76 per share, resulting in a market capitalisation of HIAG upon completion of the IPO of CHF 608 million and making this the largest IPO on SIX of a Swiss real estate company of the past 10 years. The shares of HIAG started to trade on SIX on 16 May 2014.

HIAG Immobilien is a leading player in the reuse and redevelopment of Commercial Sites and Properties in Switzerland. As of 31 December 2013, HIAG Immobilien's Property Portfolio was located across 38 sites consisting of 105 properties valued at CHF 1.065 bn.

Niederer Kraft & Frey has acted as sole underwriter counsel to Credit Suisse (Sole Bookrunner) and Bank Vontobel (Co-Lead Manager). The NKF team comprises Philippe Weber, Thomas Brönnimann, Christina Del Vecchio, Yannick Wettstein and others.

7 May 2014: SFS shares start trading on SIX Swiss Exchange

SFS Group announced on 23 April 2014 the launch of its initial public offering ("IPO") on SIX Swiss Exchange with the publication of the offering and listing memorandum and the start of the bookbuilding procedure.

Following completion of the roadshow, the final offer price was fixed on 6 May 2014 at CHF 64 per share resulting in a market capitalization of SFS of CHF 2.4 billion, making this the largest IPO on SIX Swiss Exchange of the past 5 years in terms of market capitalization. Today, 7 May 2014, the SFS shares started to trade on SIX.

SFS Group is a global precision engineering group with headquarters in Switzerland and a workforce of approximately 7,000 people.

Niederer Kraft & Frey has been acting as sole issuer counsel to SFS in the IPO. The NKF team comprised Philippe Weber, Andreas Casutt, Daniel Bono, Christina Del Vecchio, Gian-Andrea Caprez and Florian Bernet.

23 April 2014: SFS announces IPO on SIX Swiss Exchange

SFS Group announced today the launch of its initial public offering ("IPO") on SIX Swiss Exchange with the publication of the offering and listing memorandum and the start of the bookbuilding process. Start of trading is expected on 7 May 2014.

SFS Group is a global precision engineering group with headquarters in Switzerland and a workforce of approximately 7,000 people.

Niederer Kraft & Frey is acting as sole issuer counsel to SFS in the IPO. The NKF team comprises Philippe Weber, Andreas Casutt, Daniel Bono, Christina Del Vecchio, Gian-Andrea Caprez and Florian Bernet.
 

22 April 2014: Niederer Kraft & Frey advises GlaxoSmithKline plc on its major three-part transaction with Novartis

Niederer Kraft & Frey advises GlaxoSmithKline plc (GSK) on Swiss law matters in the GSK-Novartis asset swap (Vaccines, Oncology) and joint venture (Consumer Healthcare) transaction. The transaction involves:

  • GSK and Novartis combining their respective Consumer Healthcare businesses to form a new world-leading Consumer Healthcare business with 2013 pro forma revenues of GBP 6.5 billion. GSK will have majority control with an equity interest of 63.5%;
  • GSK acquiring Novartis' global Vaccines business (excluding influenza vaccines) for an initial cash consideration of USD 5.25 billion with subsequent potential milestone payments of up to USD 1.8 billion and ongoing royalties;
  • GSK selling its marketed Oncology portfolio, related R&D activities and rights to its AKT inhibitor and also granting commercialization partner rights for future oncology products to Novartis for an aggregate cash consideration of USD 16 billion (of which up to USD 1.5 billion depends on the results of the COMBI-d trial).

 

The transaction is expected to complete during the first half of 2015 subject to approvals. Slaughter and May is supporting GSK's internal legal team as lead adviser, with NKF advising GSK as part of an integrated team of lawyers from other leading law firms.

The NKF team comprises Philipp Haas (Lead Partner - Corporate / M&A), Andreas Casutt (Partner - Corporate and Employment), Markus Kronauer (Partner - Tax), Andreas Voegeli (Partner - Real Estate), Laurence Uttinger (Senior Associate -Pension & Benefits), Bertrand Schott (Senior Associate - Corporate), Samuel Hochstrasser (Junior Associate - Corporate / M&A), Valerie Meyer-Bahar (Senior Associate - Employment) and René Fischer (Associate - Pensions and Benefits).
 

7 April 2014: Private placement of Newron Pharmaceuticals S.p.A.

On 7 April 2014, SIX Swiss Exchange listed biopharmaceutical company Newron Pharmaceuticals S.p.A. headquartered in Bresso/Milan, Italy, has announced that in connection with a private placement it has raised gross proceeds of CHF 18.6 mio., following the subscription by current institutional shareholders and new institutional investors joining from Europe and the US. The private placement was conducted without preferential subscription rights to institutional investors. The subscription price was set at CHF 15.75 per share, marginally below the closing price of Newron's shares on 3 April 2014 of CHF 15.80.

Niederer Kraft & Frey AG acted as Swiss counsel to Newron. The NKF team included Philippe Weber, Thomas Brönnimann and Andrea Huber. 

3 March 2014: NKF fended off procedural motions in an ad hoc-arbitration seated in Singapore

In an ad-hoc arbitration conducted under UNCITRAL rules and seated in Singapore, the arbitral tribunal has recently fully upheld the Claimant's position taken in defense against the Respondent's motions to bifurcate proceedings and to be granted security for costs. In a dispute relating to a party's non-performance of its financial obligations, NKF had commenced arbitral proceedings on behalf of a Claimant being at the brink of insolvency. The Respondent in particular sought to obtain security for costs asserting the arbitral proceedings being third-party financed in favor of the Claimant. The arbitral tribunal fully accepted the nuanced international standard for the grant of security for costs as presented by NKF in various extensive submissions, fending off the Respondent's attempts to impose significant financial burdens on the Claimant. 

The NKF Team comprised András Gurovits (Partner) and Tamir Livschitz (Senior Associate).

17 February 2014: Niederer Kraft & Frey AG advised Capvis and Partners Group in the successful completion of a transaction to acquire Vat Holding AG

Niederer Kraft & Frey AG advised Capvis, the leading private equity firm in Switzerland, and Partners Group, the global private markets investment management firm, in a transaction to acquire Vat Holding AG, the global market leader in the development, manufacture and sale of vacuum valves, headquartered in Switzerland. The transaction successfully closed on 11 February 2014.

VAT has manufacturing operations in Switzerland, Romania and Malaysia and sales offices in the USA, Japan, Korea, Taiwan, China, Singapore, Germany, France and the United Kingdom. The company employs a staff of about 1'000 globally, of which some 700 are located in Switzerland, and generates an annual turnover of more than CHF 300 million. The company focuses on end markets such as the semiconductor, flat panel display and photovoltaic industry as well as other industrial and research applications.

The NKF team comprised Ulysses von Salis (Partner, lead), Philippe Weber (Partner) and Thomas Brönnimann (Partner), Gian-Andrea Caprez and Arie Gerszt (all M&A), Urs Pulver (Partner) and Christina Del Vecchio (all Finance), Nicolas Birkhäuser (Partner, Competition) and Andreas Vögeli (Partner, Real Estate).

31 January 2014: Niederer Kraft & Frey advises OC Oerlikon Corporation AG in the acquisition of Sulzer Metco

On 31 January 2014 OC Oerlikon has announced the execution of an agreement with Sulzer to buy the Sulzer Metco Division at an enterprise value of CHF 1.0 billion. The completion of the transaction is conditional upon merger approvals in several countries.

OC Oerlikon Corporation AG, Pfäffikon is listed on the SIX Swiss Exchange and a leading high-tech industrial group specializing in machine and plant engineering. Sulzer Metco is a leading provider of surface solutions with global presence. The combination of Metco with OC Oerlikon's existing Coating Segment shall form a world technology leader in Surface Solutions.

Niederer Kraft & Frey AG has acted as lead legal transaction counsel of OC Oerlikon in this important transaction. This follows after recent other important instructions from OC Oerlikon, including in the sale of the Solar Business of OC Oerlikon to Tokyo Electron Limited in 2012 and the sale of the Natural Fibers and Textile Components Business Units of OC Oerlikon to the Chinese Jinsheng Group in 2013.

The NKF Team comprised Philippe Weber (Partner, Lead), Manuel Werder (Senior Associate, M&A), András Gurovits (Partner, Merger Control), Gian-Andrea Caprez (Senior Associate, M&A), Arie Gerszt (Senior Associate), Laurence Uttinger (Pensions), Juerg Bloch, Nico Hess, Florian Bernet, Thomas Hochstrasser and others.
 

17 January 2014: NKF wins Swiss Rules Arbitration

The NKF arbitration team has recently obtained a significant victory in a Swiss Rules Arbitration.

The Claimant, represented by NKF, had commenced arbitral proceedings against its contractual counterparty for contractual mal-performance and fraudulent conduct. On the basis of complex documentary evidence the Claimant was forced to argue and demonstrate that the Respondent had in various instances misappropriated funds and engaged in fraudulent conduct. In its final award, the arbitral tribunal fully upheld the Claimant's prayers for relief seeking a full indemnity for the damages suffered, confirming the large number of contractual breaches and misappropriation of funds committed by the Respondent. Parallel proceedings between the disputing parties are presently still ongoing in Latin America.

The NKF Team comprised Daniele Eisele (Partner) and Tamir Livschitz (Senior Associate).
 

13 December 2013: NKF successfully defends security for costs request in a Swiss Rules Arbitration

NKF's arbitration team, representing the Claimant in a Swiss Rules Arbitration, has recently prevailed in a complex procedural dispute relating to a request for the grant of security for costs.

In a construction arbitration conducted under the Swiss Rules of International Arbitration concerning a dispute revolving around contractual non-performance by one party, the Respondent attempted to thwart the claim brought by the Claimant by engaging in procedural tactics aimed at frustrating the Claimant's interest in pursuing its claim. Amongst other things, the Respondent moved for the Claimant to be ordered to pay security for costs in an amount, which would have hindered the Claimant from continuing the arbitration proceedings on economic grounds. The arbitral tribunal upheld the Claimant's position and dismissed the Respondent's request of security for costs, confirming NKF's various arguments contesting the admissibility and legal basis of the Respondent's procedural motions.

The NKF Team comprised Daniel Eisele (Partner) and Tamir Livschitz (Senior Associate).
 

3 December 2013: NKF is special Swiss legal advisor to the Initial Purchasers in the offering of EUR 350,000,000 6.50% senior secured notes by GCS Holdco Finance I S.A

NKF acted as special Swiss legal advisor for the Initial Purchasers (Credit Suisse, BNP Paribas, Commerzbank, Goldman Sachs, KKR Capital Markets) in connection with the offering of EUR 350,000,000 6.50% senior secured notes by GCS Holdco Finance I S.A and the issuance of EUR 75,000,000 12.0%/13.0% Second Lien Payment-In-Kind Notes due 2019 by Financière Daunou 1 S.A. NKF also acted as special Swiss legal adviser for the Mandated Lead Arrangers (Credit Suisse, BNP Paribas, Commerzbank, Goldman Sachs) in connection with GCS Holdco Finance I S.A's EUR 40,000,000 revolving credit facility agreement.

The NKF Team comprised Marco Häusermann, Christina Del Vecchio and Nico Hess.

2 December 2013: CLS Group completes its GBP 160 million equity capital raise

CLS Group Holdings AG, the Swiss parent company of CLS Group (www.cls-group.com), today announced the successful completion of an equity capital raise for a net amount of £160 million.

Launched in 2002, CLS operates the largest multi-currency cash settlement system globally to mitigate settlement risk for its shareholders, members and third-party participants in the FX market. The average daily value submitted to CLS for settlement is USD 5 trillion per month (October 2013).

In April 2012, the Committee on Payment and Settlement Systems (CPSS) of the Bank for International Settlements and the Technical Committee of the International Organisation of Securities Commissions (IOSCO) issued the final version of its Principles for financial market infrastructures (PFMI). The PFMI contain new and more demanding international standards for payment and settlement systems, which are designed to ensure that the infrastructure supporting global financial markets is more robust and well placed to withstand financial shocks. The PFMI have been adopted by regulators in certain jurisdictions in which CLS is designated and are expected to be adopted in the remaining jurisdictions.

CLS has increased its capital, to meet the new capital standards in the PFMI in the expectation that they will be fully adopted. In addition, the capital raise shall enable CLS to invest in technology to enhance operational capability and develop new products and services for the benefit of its members and shareholders. The new capital was subscribed entirely by existing shareholders of CLS.

J.P. Morgan acted as financial adviser and Niederer Kraft & Frey acted as legal adviser to CLS. The NKF team included Philippe Weber, Markus Kronauer (tax), Gian-Andrea Caprez, Arie Gerszt and Nico Hess.

5 November 2013: Niederer Kraft & Frey advises the Initial Purchasers in the offering of EUR 215 million notes and EUR 200 million notes in connection with the acquisition of the Rhiag-Group by Apax Partners

NKF acted as special Swiss legal adviser for the Initial Purchasers (consisted of Credit Suisse Securities (Europe) Limited; BNP Paribas; Goldman Sachs International; Mediobanca - Banca di Credito Finanziario S.p.A.; and J.P. Morgan Securities plc) in connection with the offering of EUR 215,000,000 7.25% senior secured notes and EUR 200,000,000 floating rate senior secured notes by Rhino Bondco S.p.A. The proceeds of the offering were used by Apax Partners LLP to fund its acquisition of the Rhiag Group - a leading European automotive parts supplier.

NKF also acted as special Swiss legal adviser for the Mandated Arrangers (consisted of BNP Paribas, Italian Branch; Credit Suisse AG, Milan Branch; Goldman Sachs International; and Mediobanca - Banca di Credito Finanziario S.p.A.) in connection with Rhino Bondco S.p.A. and Rhino Bidco S.p.A.'s EUR 75,000,000 revolving credit facility agreement. The proceeds of the revolving credit facility will be used for general corporate and working capital purposes of the Rhiag Group.

The NKF team consisted of Marco Häusermann, Christina Del Vecchio and Arie Gerszt.

11 October 2013: Niederer Kraft & Frey advises Absolute Invest Ltd in connection with the voluntary public tender offer by Alpine Select Ltd

On 11 October 2013, Alpine Select Ltd ("Alpine") launched a public tender offer for all outstanding bearer shares of Absolute Invest Ltd ("Absolute"), an investment company having its shares listed on the SIX Swiss Exchange pursuant to the Standard for Investment Companies. Alpine offered USD 28.50 per Absolute share.

Niederer Kraft & Frey was advising Absolute and its board of directors. The NKF team included Andreas Casutt and Andrea Huber. Tax partner Daniela Schmucki advised on tax aspects.

7 October 2013: Swiss Reinsurance Company Ltd issues CHF 175 million Subordinated Contingent Write-off Securities

On 7 October 2013, Swiss Reinsurance Company Ltd successfully closed its issuance of CHF 175 million 7.50% Subordinated Contingent Write-off Securities with a scheduled maturity in 2045 (the "Notes"). The Notes provide for a dual contingent write-off mechanism which is triggered (i) in case the required minimum solvency margin falls below 135% and (ii) in the case of an insurance trigger event that is linked to the occurrence of a 1 in 200 year Atlantic hurricane. The Notes are listed on the SIX Swiss Exchange. Credit Suisse, Deutsche Bank, UBS and Zürcher Kantonalbank acted as joint lead managers, while BNP Paribas and Swiss Re Capital Markets Corporation acted as co-managers.

Niederer Kraft & Frey acted as Swiss legal advisor to the managers. The team comprised Marco Häusermann and Christina Del Vecchio.

12 July 2013: Niederer Kraft & Frey advises Zürcher Kantonalbank, Helvetia, Swiss Re and the Marazzi family in the sale of Tertianum AG, Zurich to a company controlled by Swiss Prime Site AG

Tertianum is the leading company in the assisted living segment in Switzerland. The transaction was based on an enterprise value of CHF 495 million, apportioned into the real estate holdings and operating businesses. The closing of the transaction occurred on 12 July 2013.

The NKF team comprised Dr. Peter R. Isler (Partner), Manuel Werder (Senior Associate, Corporate/M&A), Daniela Schmucki (Partner, Tax) and Matthias Inderkum (Associate, Corporate/M&A).

9 July 2013: Niederer Kraft & Frey advises China Haidian Holdings Ltd. in the acquisition of the Corum-Group

Niederer Kraft & Frey advises Hong Kong stock exchange listed China Haidian Holdings Ltd. in the acquisition of the Corum-Group, a Swiss manufacturer of luxury watches. The transaction was completed on 9 July 2013.

The NKF core team included Andreas Casutt (Partner, Corporate/M&A), Manuel Werder (Senior Associate, Corporate/M&A), Adrian W. Kammerer (Partner, Corporate/M&A), Nicolas Birkhäuser (Partner, Regulatory), Dominic Studer (Senior Associate, Corporate/M&A) and Katia Ziegler (Corporate/M&A).

4 July 2013: Niederer Kraft & Frey advises OC Oerlikon Corporation AG in the sale of its Natural Fibers and Textile Components Business Units

Niederer Kraft & Frey acted as Swiss legal advisor to OC Oerlikon Corporation AG (SIX: OERL) in the sale of the Natural Fibers and Textile Components Business Units from its Textile Segment to the Chinese Jinsheng Group. The transaction is based on an enterprise value of around CHF 650 million and closed in July 2013.

The NKF team was led by Philippe Weber and further comprised Manuel Werder, Laurence Uttinger (social security law), Andreas F. Vögeli (partner, real estate), Nicolas Birkhäuser (partner, competition and antitrust), and Gian-Andrea Caprez.

1 July 2013: Niederer Kraft & Frey advises Invision on the acquisition of a majority stake in HSO Bildungsorganisation Schweiz AG

Niederer Kraft & Frey advises Invision Private Equity AG, a leading Swiss private equity company, on the acquisition of a majority stake in HSO Bildungsorganisation Schweiz AG. HSO is one of the major providers of practice-oriented business education in the Swiss education market.

The NKF Team comprised Andreas Casutt, Manuel Werder (both corporate, M&A), Thomas Graf, Andrea Nordin (both tax) and Roman Sturzenegger (corporate).

26 June 2013: Niederer Kraft & Frey advises Credit Suisse on GE Money Bank's second auto lease securitisation

Niederer Kraft & Frey has advised Credit Suisse as Arranger and Lead Manager in relation to the second 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 SIX-listed notes by special purpose company Swiss Auto Lease 2013-1 GmbH. The notes were rated AAAsf by Fitch Ratings Limited and Aaa(sf) by Moody's Investors Services Limited.

The NKF team consisted of Philippe Weber, Daniel Bono and Christina Del Vecchio.

14 June 2013: Niederer Kraft & Frey advises Paragon Partners in the acquisition of KADI AG

Niederer Kraft & Frey is advising Paragon Partners, Munich, in the acquisition of KADI AG, an important player in the Swiss Food Service and one of the leading brands in the convenience market, from ECM Equity Capital Management, Frankfurt, as well as in the re-participation of the management.

In 2012 KADI had 180 employees and generated a turnover of CHF 66 million. Niederer Kraft & Frey is further advising Paragon Partners in the financing of the transaction, in which UBS AG is acting as lender. The transaction has been completed on 14 June 2013.

The NKF team includes Andreas Casutt (Partner, Corporate, M&A), Ulysses von Salis (Partner, Financing), Manuel Werder (Senior Associate, Corporate, M&A), Dominic Studer, Roman Sturzenegger (both Corporate, M&A) and Thomas Coendet (Financing).

5 June 2013: NKF advises UBS, Credit Suisse, Zürcher Kantonalbank and Bank Vontobel in connection with the successful placement by Schindler of CHF 218 million in SIX-listed Exchangeable Bonds for ALSO Shares.

NKF has advised UBS, Credit Suisse, Zürcher Kantonalbank and Bank Vontobel, in connection with the successful placement by Schindler Holding Ltd. of CHF 218 million in SIX-listed bonds exchangeable into shares of ALSO Holding AG.

The NKF team advising the Managers was led by partners Philippe Weber and Daniel Bono, and included tax partner Markus E. Kronauer and associate Christina Del Vecchio.

20 May 2013: Niederer Kraft & Frey advises Thomson Reuters in USD 2.5bn financing

Niederer Kraft & Frey advises the Thomson Reuters group in a USD 2.5 bn financing. JPMorgan Chase Bank, N.A., the Royal Bank of Canada, J.P. Morgan Europe Limited, Barclays Bank Plc, J.P. Morgan Securities LLC, RBC Capital Markets and RBS Securities INC., The Royal Bank of Scotland plc, Bank of America, N.A., Bank of Montreal, Deutsche Bank Securities Inc., Morgan Stanley Senior Funding, Inc., Standard Chartered Bank and The Toronto-Dominion Bank acted in various capacities on the lending side.

The NKF Team comprised Markus Kronauer and Marco Häusermann.

2 May 2013: NKF advises banking syndicate in connection with the issuance of a public hybrid bond by Alpiq

On 2 May 2013, Alpiq Holding AG issued a public hybrid bond in the amount of CHF 650 million on the Swiss capital market. The total proceeds of the public hybrid bond and of the hybrid loan of the Swiss principal shareholders amount to more than CHF 1 billion.

Credit Suisse and UBS together with Zürcher Kantonalbank formed the banking syndicate which placed the hybrid bonds with institutional and private investors in Switzerland.

Niederer Kraft & Frey acted as legal counsel to the banking syndicate. The NKF team comprised Philippe Weber, Thomas Brönnimann and Urs Hofer.

26 April 2013: Niederer Kraft & Frey advises Invision on the acquisition of a majority stake in Kraft & Bauer Brandschutzsysteme group

Niederer Kraft & Frey advises Invision Private Equity AG, a leading Swiss private equity company, on the acquisition of a majority stake in Kraft & Bauer Brandschutzsysteme group.

Kraft & Bauer is a leading German and Swiss based manufacturer of fire protection systems, in particular for machine tools. Its customers include leading machine manufacturers and industrial enterprises known worldwide.

The NKF Team comprised Andreas Casutt, Manuel Werder (both corporate, M&A), Thomas Graf, Andrea Nordin (both tax), Nicolas Birkhäuser (regulatory) and Evelyn Schilter (corporate).

24 April 2013: EFG International completes the sale of its remaining stake in EFG Financial Products to Notenstein Private Bank

Niederer Kraft & Frey has advised global private banking group EFG International (SIX: EFGN) in connection with the sale of its remaining stake of 20.25% in EFG Financial Products for CHF 70.2 million (1,350,000 shares at CHF 52 per share). Completion of the transaction was announced on 24 April 2013.

The NKF team was led by Philippe Weber and Daniel Bono, and further comprised Marco Häusermann and Thomas Brönnimann (partners) as well as Andrea Huber, Arie Gerszt and Gian-Andrea Caprez.

19 April 2013: Niederer Kraft & Frey advises Credit Suisse on second Swisscard credit card securitisation

Niederer Kraft & Frey has advised Credit Suisse in relation to the second securitisation of a Swiss credit card receivables portfolio originated by Credit Suisse and Swisscard AECS, a joint venture between Credit Suisse and American Express. The portfolio has been partly refinanced through the issuance of CHF 189.8 million AAA-rated Class A Notes, CHF 6.2 million A-rated Class B Notes and CHF 4 million BBB-rated Class C Notes, each listed on SIX.

The NKF team consisted of Philippe Weber, Daniel Bono and Gian-Andrea Caprez.

27 March 2013: Niederer Kraft & Frey advises Piper Jaffray Ltd. in Rights Offering of Evolva Holding SA

Niederer Kraft & Frey advises Piper Jaffray Ltd. as Financial Adviser and Subscription Agent in the rights offering of SIX-listed Evolva Holding SA, a company focusing on discovering, developing and producing biosynthetic ingredients that have applications in the sectors of health, nutrition and wellness. Evolva raised gross proceeds of CHF 31.3 million.

The NKF team comprised Philippe Weber and Thomas Brönnimann.

12 March 2013: Swiss Reinsurance Company Ltd is the first reinsurer to place conditional write-off notes

Swiss Reinsurance Company Ltd successfully placed USD 750,000,000 Subordinated Contingent Write-off Loan Notes (the "Notes") through a repacking vehicle. The Notes provide for a contingent write-off mechanism which is triggered in case the required minimum solvency margin falls below 125%. BNP Paribas, Credit Suisse Securities (Europe) Limited, HSBC Bank plc, Merrill Lynch International, and The Royal Bank of Scotland plc acted as joint lead managers and Commerzbank, Mitsubishi UFJ Financial Group, Oversea-Chinese Banking Corporation as co-managers.

Niederer Kraft & Frey acted as Swiss legal advisor to the managers. The team comprised Marco Häusermann and Arie Gerszt.

1 March 2013: Niederer Kraft & Frey advised credit agencies and a syndicate of lenders in USD 20 billion project financing of liquefied natural gas sponsored by Inpex Corporation and Total SA

Niederer Kraft & Frey advised eight export credit agencies from Japan, Australia, Korea, France, Germany and The Netherlands, and a syndicate of 24 commercial lenders, on a USD 20 billion project financing of a liquefied natural gas (LNG) project in Australia sponsored by Inpex Corporation and Total SA. According to Inpex Corporation, this is the largest project financing ever arranged in the international finance market.

The NKF team comprised Philipp Haas and Marco Häusermann.

31 January 2013: Niederer Kraft & Frey advises EFG International on EUR 251 million cash offer, consent solicitation and related issuance of CHF 180 million in new Tier 2 Notes

Niederer Kraft & Frey has advised global private banking group EFG International (SIX: EFGN) in connection with its cash offer and consent solicitation to the holders of EFG Fiduciary Certificates, financed through the issuance of new Tier 2 resettable subordinated notes guaranteed by EFG International. BNP Paribas (Suisse) SA and UBS Investment Bank acted as Joint Lead Managers.

EFG International has accepted EUR 251 million in EFG Fiduciary Certificates, representing approximately 95 per cent of the EFG Fiduciary Certificates outstanding, and issued CHF 180 million in new Tier 2 Notes.

The NKF team consisted of Philippe Weber and Daniel Bono, assisted by senior associate Gian-Andrea Caprez and associate Luca Bianchi. Daniela Schmucki and Markus Kronauer provided tax advice.

16 January 2013: Niederer Kraft & Frey advises Advent controlled Global Retail Group S.à r.l. in its CHF 442 million secondary placement of shares in SIX listed Dufry AG

Niederer Kraft & Frey advises Global Retail Group S.à r.l., a company controlled by Advent International Corporation, in its successful secondary placement of 3,879,609 shares in SIX listed Dufry AG (representing approx. 13% of the total share capital) by way of an accelerated bookbuilt offering arranged by Morgan Stanley as sole bookrunner to selected institutional investors outside the United States and to qualified institutional buyers in the United States. The shares were placed at CHF 114 per share, resulting in aggregate gross proceeds of CHF 442 million.

The NKF team was led by Philippe Weber and Thomas Brönnimann and further comprised Arie Gerszt (associate).

17 December 2012: Niederer Kraft & Frey advised China Development Bank on a project financing

Niederer Kraft & Frey advised China Development Bank on its EUR350 million project financing of a mine mouth coal-fired power plant in Stanari, Bosnia and Herzegovina. This was the first ever project financing led by a Chinese bank in Europe. The transaction involved one of the largest independent power projects (300 MW plant) in the region. Also, it is the first large scale power project to be constructed by Chinese contractors in Europe.

The NKF Team was led by Marco Häusermann, assisted by Arie Gerszt.

10 December 2012: Swiss Re Treasury completes Notes Offering in an aggregate amount of USD 750m

Swiss Re Treasury (US) Corporation successfully completed an offering of USD 250 million 2.875% senior notes due 2022 and USD 500 million 4.250% senior notes due 2042. The issuer is a subsidiary of Swiss Reinsurance Company Ltd, who guarantees the notes. The offering was Swiss Re's first in the Rule 144A market since 2006. Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and RBC Capital Markets, LLC acted as managers.

Niederer Kraft & Frey acted as legal Swiss counsel to the managers. The team comprised Marco Häusermann (Capital Markets) and Markus Kronauer (Tax).

7 December 2012: Niederer Kraft & Frey advises Credit Suisse AG, UBS AG, and Zürcher Kantonalbank in Rights Offering of Swiss Prime Site AG

Niederer Kraft & Frey advises Credit Suisse AG, UBS AG and Zürcher Kantonalbank as Joint Lead Managers and Joint Bookrunners in the rights offering of Swiss Prime Site AG. Swiss Prime Site AG raised gross proceeds of approximately CHF 349 million by issuing a total of 5,455,601 new registered shares. Swiss Prime Site AG is one of the leading real estate investment companies focusing on commercial real estate in Switzerland

The NKF team was led by Philippe Weber and further comprised Thomas Brönnimann (partner) Andrea Huber, Arie Gerszt, Bertrand Schott, Luca Bianchi and Yannick Wettstein.

27 November 2012: OC Oerlikon Corporation AG, Pfäffikon (SIX: OERL) completes the sale of the Solar Segment to Tokyo Electron Limited

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, and has 8 locations worldwide. It offers field proven equipment and turnkey manufacturing lines for the mass production of thin film silicon solar modules. The transaction was completed on 26 November 2012. 

The NKF team was led by Philippe Weber and senior associate Manuel Werder assisted by Gian-Andrea Caprez, Roman Sturzenegger (M&A), Nicolas Birkhäuser (Partner, IP / Regulatory), András Gurovits (Partner, IT) and Marcel Hadorn (IT).

14 November 2012: Niederer Kraft & Frey advises Partners Group co-founders in their CHF 613 million secondary placement of shares in SIX listed Partners Group Holding AG

Niederer Kraft & Frey advises co-founders of Partners Group in their successful secondary placement of 3,350,001 shares in SIX listed Partners Group Holding AG (representing 12.5% of the total share capital) by way of an accelerated bookbuilt offering arranged by Morgan Stanley, Credit Suisse and UBS as joint bookrunners to selected investors in Switzerland, to certain institutional investors outside of Switzerland and the United States and to qualified institutional buyers in the United States. The shares were placed at CHF 183 per share, resulting in aggregate gross proceeds of CHF 613 million.

The NKF team was led by Philippe Weber and further comprised Thomas Brönnimann (partner) and Arie Gerszt (associate).

12 November 2012: Niederer Kraft & Frey advises the Bookrunners and Arrangers in the Charterhouse Capital Partners-backed LBO of Bartec

Niederer Kraft & Frey advises the Bookrunners and Arrangers in the Charterhouse Capital Partners-backed Leveraged Buy-Out of Bartec, a global provider of industrial safety technology for explosive-hazardous areas, from Capvis. The NKF Finance Team advised the Bookrunners and Arrangers on a EUR 348 million financing package of senior debt, revolving credit, acquisition and CapEx facilities to support the transaction.

The NKF team comprised Marco Häusermann and Thomas Coendet (Banking) and Markus Kronauer (Tax).

6 November 2012: Niederer Kraft & Frey advises Qatar Investment Authority (QIA) / Qatar Holding in the establishment of an asset management joint venture

Niederer Kraft & Frey advises Qatar Investment Authority (QIA) / Qatar Holding in the establishment of an asset management joint venture - Aventicum Capital Management - with Credit Suisse AG. The joint venture will operate out of two hubs including a Doha-based business focused on investment strategies in the Middle East, Turkey and other frontier markets as well as an international business, based outside of the region. Niederer Kraft & Frey acted for QIA / QH along with White & Case.

The NKF team consisted of Philippe A. Weber, Markus Kronauer (tax partner), Manuel Werder and Gian-Andrea Caprez.

22 October 2012: Niederer Kraft & Frey advises Initial Purchasers in the USD 500 million 5.5% Senior Notes due 2020 placed by Dufry Group

On 22 October 2012, Dufry Group announced that it successfully completed the pricing of its offering of USD 500 million 5.5% senior notes due 2020. Niederer Kraft & Frey has acted as Swiss counsel to the Initial Purchasers comprising Credit Suisse and BofA Merrill Lynch as joint global coordinators and bookrunners and other financial institutions. The NKF team was led by Philippe Weber and further included Gian-Andrea Caprez as well as tax partner Markus Kronauer.

19 October 2012: Niederer Kraft & Frey advises on IPO of EFG Financial Products

Niederer Kraft & Frey has advised Zurich-based integrated structured investment service provider EFG Financial Products and global private banking group EFG International (SIX: EFGN) as selling shareholder in connection with the CHF 145 million initial public offering (IPO) and listing on SIX of EFG Financial Products Holding AG.

The transaction, which was the second IPO according to the Main Standard on SIX in Switzerland in 2012, comprised the offering of 1,666,665 new shares and 1,564,185 existing shares held by EFG International, resulting in a market capitalisation of EFG Financial Products of approximately CHF 300 million at the offer price of CHF 45 per share and a reduction of EFG Internationals stake in EFG Financial Products from 58% to approximately 20%. EFG Financial Products stock began trading on SIX under the symbol „FPHN“ on 19 October 2012.

The NKF team was led by Philippe Weber and consisted of partners Daniel Bono (capital markets), Thomas Brönnimann (capital markets), Sandro Abegglen (regulatory) and Markus Kronauer (tax), assisted by senior associate Andrea Huber and associates Arie Gerszt and Gian-Andrea Caprez.

11 October 2012: Niederer Kraft & Frey advises Morgan Stanley and Credit Suisse in the CHF 294 million share offering of SIX listed Dufry Ltd.

In connection with the financing of Dufry's acquisition of 51% of the travel retail operations of Folli Follie Group, Dufry successfully placed 2,697,620 new registered shares via an accelerated bookbuilding procedure by way of a private placement in Switzerland and to certain qualifying institutional investors outside of Switzerland. The share offering representing 9.99 per cent of Dufry's registered share capital was made on a non-preemptive basis. The new shares were placed at a price of CHF 109 per share, resulting in gross proceeds of CHF 294 million.

Niederer Kraft & Frey acted as legal advisor to the joint bookrunners Morgan Stanley and Credit Suisse.

The NKF team consisted of Philippe Weber (lead) and Thomas Brönnimann.

19 July 2012: Niederer Kraft & Frey advises Deutsche Bank as Sole Global Coordinator and Bookrunner and the other Initial Purchasers in the CHF 896m (equivalent) notes issued by Sunrise Communications International S.A., Luxembourg and the Arrangers and Lenders regarding a CHF 250m revolving facility agreement for Sunrise Communications AG

On 19 July 2012, Sunrise, a leading Swiss telecommunication operator, partially refinanced its debt by Sunrise Communications International S.A. successfully placing a CHF 896m (equivalent) aggregate principal amount of fixed rate and floating rate senior secured notes due 2017 in the market and Sunrise Communications AG securing itself a new CHF 250m revolving credit facility. Both financings are guaranteed and secured by certain Sunrise group entities.

Niederer Kraft & Frey acted as Swiss counsel to Deutsche Bank as Sole Global Coordinator and Bookrunner and the Initial Purchasers comprising Deutsche Bank AG, London Branch, BNP Paribas, UBS Limited, ING Bank N.V., London Branch, Société Générale, UniCredit Bank AG, BANCA IMI S.p.A. and DNB Markets, part of DNB Bank ASA and the arrangers and lenders under the revolving credit facility agreement.

The NKF team was led by Philippe Weber and further comprised Marco Häusermann (Partner), Philipp Candreia (Senior Associate) and Arie Gerszt (Associate) as well as tax partner Markus Kronauer and Hansjürg Christoffel (Senior Associate tax).

18 July 2012: Niederer Kraft & Frey advises Qatar Holding LLC in connection with its investment in CHF 3.8 billion 4% Subordinated Mandatory and Contingent Convertible Securities of Credit Suisse Group

Niederer Kraft & Frey advised Qatar Holding LLC regarding its investment in Swiss law governed Subordinated Mandatory and Contingent Convertible Securities (MACCS) of Credit Suisse Group. The MACCS were issued by Credit Suisse Group (Guernsey) V Limited and are mandatorily convertible into shares of Credit Suisse Group at a fixed conversion price in March 2013 (subject to early conversion). Of the total CHF 3.8 billion of MACCS, CHF 1.9 billion of MACCS were sold by way of a private placement to certain institutional investors (including Qatar Holding LLC) and CHF 1.9 billion of MACCS were offered to shareholders of Credit Suisse Group by way of a public offering of preferential subscription rights.

Niederer Kraft & Frey has advised Qatar Holding LLC on all capital markets, regulatory and tax law aspects in respect of this investment.

The NKF team was led by Philippe Weber and included Thomas Brönnimann (partner) and Andrea Huber (senior associate) as well as tax partner Markus Kronauer.

12 July 2012: Niederer Kraft & Frey advises EQT Expansion Capital in connection with its investment in Sportradar AG

Niederer Kraft & Frey advises EQT Expansion Capital in connection with the acquisition of a minority stake in Swiss-based Sportradar AG, the leading supplier of sports related live data, odds solutions and fraud detection services.

As part of the transaction EQT Expansion Capital acquired existing shares and subscribed for new shares as well as provided growth capital to finance Sportradar’s further development.

EQT Expansion Capital is part of EQT, the leading private equity group in Northern Europe with close to EUR 18 billion in raised capital.

Niederer Kraft & Frey has acted as Swiss legal counsel to EQT Expansion Capital, along its international counsel Willkie Farr & Gallagher LLP.

The Niederer Kraft & Frey team was led by Philippe Weber and Thomas Brönnimann and further comprised Gian-Andrea Caprez, Dominic Studer and Alexandre Both.

11 July 2012: Niederer Kraft & Frey advises selling shareholders of NRS Printing Solutions AG in the sale to ALSO Schweiz AG

Niederer Kraft & Frey advises the selling shareholders of NRS Printing Solutions AG, a leading company in Switzerland in the area of Managed Print Services for small and medium size companies, in the sale to ALSO Schweiz AG, a wholly owned subsidiary of the listed ALSO-Actebis Holding AG. The parties have agreed to keep the purchase price confidential. The transaction was closed on 10 July 2012.

On Niederer Kraft & Frey side the transaction was dealt with by Patrik R. Peyer (Corporate M&A).

9 July 2012: Swiss Reinsurance Company Ltd successfully placed subordinated notes in an amount of EUR 500,000,000

Swiss Reinsurance Company Ltd successfully placed subordinated notes in an amount of EUR 500,000,000 with a term of 30 years through Cloverie Public Limited Company. The notes issued by Swiss Reinsurance Company Ltd shall qualify as lower tier 2 capital (unteres ergänzendes Kapital) under Swiss insurance regulations. Citigroup Global Markets Limited, Barclays Bank PLC, HSBC Bank plc, J.P. Morgan Securities plc, Merrill Lynch International, Bayerische Landesbank, Commerzbank Aktiengesellschaft, Landesbank Baden-Württemberg and Société Générale acted as managers or co-managers.

Niederer Kraft & Frey acted as legal advisor to the managers and co-managers. The team comprised Marco Häusermann and Markus Kronauer.

4 July 2012: Niederer Kraft & Frey advises SAM Group in Corporate Restructuring

The tax department of Niederer Kraft & Frey advised SAM Group, a global investment boutique with domicile in Switzerland and part of the Robeco Group, in its corporate restructuring with the aim to simplify the group structure by way of mergers of the group companies into one entity and a subsequent reverse merger of the holding company.

The NKF tax team consisted of partner Thomas Graf and senior associate Hansjürg Christoffel.

2 July 2012: Niederer Kraft & Frey advises the selling shareholders of Pago Group in the sale to Fuji Seal Group

Niederer Kraft & Frey advises the selling shareholders of Pago Group, a group of companies active in the business of manufacturing self-adhesive labels and the accompanying labelling technology, in the sale to Fuji Seal Group, which is listed at the stock exchange of Tokyo. The transaction has been completed on 2 July 2012. The parties have agreed to keep the purchase price confidential.

The NKF team included Andreas Casutt, Manuel Werder, Roman Sturzenegger and Daniela Schmucki (Tax).

21 June 2012: Niederer Kraft & Frey advises Credit Suisse on first of its kind domestic credit card securitisation

Niederer Kraft & Frey has advised Credit Suisse in relation to the securitisation of a Swiss credit card receivables portfolio originated by Credit Suisse and Swisscard AECS, a joint venture between Credit Suisse and American Express. The portfolio has been partly refinanced through the issuance of CHF 351.1 million AAA-rated Class A Notes, CHF 11.5 million A-rated Class B Notes and CHF 7.4 million BBB-rated Class C Notes, each listed on SIX.

The transaction represents the first Swiss domestic securitisation of credit card receivables.

The NKF team consisted of Philippe Weber, Daniel Bono and Peter Honegger; Markus Kronauer and Hansjürg Christoffel provided tax advice.

19 June 2012: Walgreens and Alliance Boots announce strategic partnership

Niederer Kraft & Frey advises Kohlberg Kravis Roberts & Co. L.P. (KKR) and Alliance Boots GmbH (Alliance Boots) in connection with the acquisition of a 45% equity stake in Alliance Boots by Walgreen Co. (Walgreens), in a cash-and-stock deal valued at approximately $6.7 billion. Walgreens will have the option to proceed to a full combination by acquiring the remaining 55% of Alliance Boots at a later date for approximately $9.5 billion in cash and stock. The transaction was announced on 19 June 2012. Closing of the first step of the transaction is subject to satisfaction of regulatory and other customary conditions.

Alliance Boots is the Swiss parent company of an international pharmacy-led health and beauty group operating Europe’s largest pharmacy chain, and Walgreens is the largest drug store chain in the United States. The transaction is expected to create the world's largest network of pharmacy-led health and beauty retail stores and buyer of prescription drugs.

Niederer Kraft & Frey has acted as Swiss legal counsel to KKR and Alliance Boots, along their U.S. and international counsels Simpson Thacher & Bartlett and Darrois Villey Maillot Brochier. The Niederer Kraft & Frey team includes Philippe Weber, Andreas Casutt, Gian-Andrea Caprez, Patrik Peyer and Sandro Germann.

13 June 2012: Newron Pharmaceuticals SpA to acquire NeuroNova AB in an all-share transaction

Niederer Kraft & Frey advises Newron Pharmaceuticals S.p.A, a SIX Swiss Exchange listed biopharmaceutical company (NWRN) headquarterd in Bresso/Milan, Italy, in the acquisition of up to 100% of the shares of NeuroNova AB, a privately-held Swedish neurogenesis company. The transaction agreement was signed on 12 June 2012.

The transaction is structured as an all-share transaction with NeuroNova shareholders, in particular Investor AB and HealthCap, receiving Newron shares to be issued by way of a capital increase against contribution in kind of NeuroNova shares. If acceptance from 100% of the NeuroNova shareholders is achieved, NeuroNova’s shareholders will hold 33% in Newron post closing.

The closing of the transaction is conditional inter alia on certain approvals under Italian law, approval by Newron’s shareholders and approvals of SIX Swiss Exchange. It is expected to close in August 2012.

The NKF team was led by Philippe Weber and Thomas Brönnimann and further comprised Philipp Candreia (M&A) and Andrea Huber (Regulatory).

8 June 2012: Niederer Kraft & Frey advises Havas Media in the acquisition of a participation in Mediaxis

Niederer Kraft & Frey advises Havas Media, the media network business unit of Havas (a global advertising and communications services group, listed at Euronext Paris: HAV.PA), in the entering into a partnership and the pertaining acquisition of a participation in Mediaxis, a group of Swiss companies primarily active as agency in the field of media planning. The transaction has been completed on 8 June 2012. The parties have agreed to keep the purchase price confidential.

The NKF team was led by Andreas Casutt and senior associate Manuel Werder, assisted by René Fischer, Laurence Uttinger and Roman Sturzenegger.

21 May 2012: Niederer Kraft & Frey advises EFG International in sale of treasury shares to its principal shareholder with a pro-rata claw-back rights for its other shareholders

Niederer Kraft & Frey has advised EFG International AG, a Swiss global private banking group listed at SIX Swiss Exchange, in relation to the sale of approximately 10.2 million treasury shares to its principal shareholder EFG Bank European Financial Group, subject to pro-rata claw-back rights of its other shareholders. The claw-back rights were exercisable during a period of six trading days. All treasury shares not clawed back by the minority shareholders were acquired by EFG Bank European Financial Group.

The transaction structure involving claw-back rights in favour of minority shareholders was the first of its kind in Switzerland. The sale of the treasury shares represented around 7% of EFG International's existing share capital with gross proceeds of around CHF 75 million.

The NKF team was led by Philippe Weber and further included Thomas Brönnimann (partner) and Andreas Lehmann (associate) as well as tax partner Daniela Schmucki.

29 March 2012: Swiss Reinsurance Company Ltd successfully placed USD 750,000,000 Perpetual Subordinated Notes with Stock Settlement

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).

28 March 2012: Niederer Kraft & Frey advises bank zweiplus ag in connection with the establishment of a joint venture company with Ringier AG operating under the established 'cash' brand

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).

21 March 2012: Niederer Kraft & Frey advises Credit Suisse on first of its kind auto lease securitisation by GE

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.

12 March 2012: SNB Bank Council approves new regulations on own-account transactions by management - Niederer Kraft & Frey advises SNB

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.

12 March 2012: Restructuring of Cytos Biotechnology AG (SIX: CYTN) convertible bond final and binding

Niederer Kraft & Frey advised Cytos Biotechnology AG (SIX: CYTN) in the restructuring of its CHF 70,000,000 convertible bond. The restructuring entailed a bondholders meeting and the approval by the supreme court of the canton of Zurich as superior composition authority of creditors of the amendments to the bond terms ratified by the bondholders. The NKF team was led by Christoph Balsiger, assisted by Manuel Werder.

2 March 2012: Niederer Kraft & Frey advises Initial Purchasers in the EUR 350 million 6.75% Senior Notes due 2019 issued by gategroup Finance (Luxembourg) SA guaranteed by gategroup Holding AG

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.

2 March 2012: Niederer Kraft & Frey is advising OC Oerlikon Corporation AG (SIX: OERL) in the sale of the Solar Segment to Tokyo Electron Limited

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).

29 February 2012: France Telecom SA completes the sale of Orange Switzerland to Apax Partners

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).

29 February 2012: Niederer Kraft & Frey advises Compagnie Monégasque de Banque in the sale of its Swiss subsidiary CMB Banque Privée (Suisse) SA to PKB Privatbank AG

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.

1 January 2012: NKF advises bank zweiplus ag in connection with the purchase from AXA Bank Europe SA, Brussels, of the client portfolio of AXA Bank Europe's banking branch in Winterthur (asset deal)

The NKF team consisted of Andreas Casutt, Urs Pulver and Manuel Werder.

23 December 2011: Niederer Kraft & Frey is advising France Telecom SA in connection with the sale of Orange Switzerland to Apax Partners

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).

12 December 2011: Niederer Kraft & Frey is advising Newave Energy Holding SA in connection with the voluntary public takeover offer by ABB Switzerland Ltd

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.

1 December 2011: Niederer Kraft & Frey advises CPH Chemie und Papier Holding AG on the sale of CU Chemie UETIKON GmbH

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.

30 November 2011: Niederer Kraft & Frey advises EFG International on exchange offer and first issue of Basel III compliant bonds with a PONV write-down feature by a non "Too Big To Fail" Bank in Europe

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.

5 September 2011: Niederer Kraft & Frey advises Absolute Private Equity Ltd. in connection with the voluntary public takeover offer by HarbourVest Acquistion GmbH

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.

2 September 2011: Niederer Kraft & Frey advises Bridgepoint in the acquisition of Infront

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.

31 August 2011: Niederer Kraft & Frey advises BSI in the sale of 51% of B-Source to Avaloq

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).

19 August 2011: Niederer Kraft & Frey acts as Swiss counsel to Thomson Reuters on its new USD 2 billion credit agreement

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).

29 July 2011: Niederer Kraft & Frey represents Landis+Gyr in its acquisition by Toshiba Corporation, that successfully closed in July 2011

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.

4 July 2011: Niederer Kraft & Frey advises Desco of Schulthess Holding AG in the sale of a stake in Maurice Lacroix Holding AG

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).

9 June 2011: Niederer Kraft & Frey advises Paragon Secondary Partners LP on the sale of Swisshaus

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 acquisition by Toshiba Corporation, announced on May 19, 2011

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.

April 2011: Niederer Kraft & Frey is advising Schulthess Group in connection with the voluntary public takeover offer by NIBE

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 Huber

21 April 2011: Niederer Kraft & Frey Underwriters' Counsel in Clariant Rights Offering

21 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 advises Numisma Group and McCafferty Asset Management on the sale of a large real estate portfolio

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).

14 February 2011: Niederer Kraft & Frey advises Qatar Holding LLC on ground-breaking investment in Credit Suisse Group contingent convertible securities (CoCos)

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.

20 December 2010: Niederer Kraft & Frey advises Hitachi Zosen Corporation in the acquisition of AE&E Inova AG

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 assists AVK Holding A/S, Denmark, as external legal counsel in connection with the acquisition of a Swiss based group of companies

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)

NKF acts as Swiss counsel to Credit Suisse (Global Coordinator) and Goldman Sachs in the Capital Increase of SIX listed gategroup Holding AG

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

NKF advises Castle Alternative Invest AG with regard to capital reduction

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).

NKF Swiss counsel to the Global Coordinators and Financing Banks in the Acquisition of Sunrise Communications by CVC

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)

NKF advises the Ludwig Institute for Cancer Research ltd. in major co-operation project

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.




NKF advises Swiss Re in large outsourcing transaction

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.

NKF advises Credit Suisse Group Ltd. in public tender offer to public shareholders of New Bank of Argovie Ltd.

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).

NKF advises Advent controlled Travel Retail Investment S.C.A. in private placement of 2.9 million shares of SIX listed Dufry

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.

NKF advises Implenia in the Acquisition of a Real Estate Portfolio of Sulzer

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).

NKF advises Milan based energy company A2A in the sale of 1.4 million shares of SIX listed Alpiq

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

NKF acts as Swiss counsel to UBS (Global Coordinator) and the other Bookrunners in the approx. CHF 1 billion rights offering of SIX listed OC Oerlikon

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)

NKF advises France Telecom in the Orange / Sunrise Transaction

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).

Laxey Partners sold its 51.4% stake in the SIX Swiss Exchange listed Implenia AG

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.

Metalor Successfully Completes Shareholders Restructuring

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).

NKF advises SIX listed Newron Pharmaceuticals S.p.A in Private Placement

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.

NKF advises UBS in CHF 242,520,000 Convertible Bonds Offering of Bâloise-Holding

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.