All Recent Cases
18 December 2008 - Implenia: Federal Administrative Court rules against Laxey
The Federal Administrative Court has dismissed Laxey's objections to the Federal Banking Commission's rulings of 7 March 2008 and 12 December 2007. The court confirmed in its two decisions, dated 18 December 2008, that Laxey has failed to comply with stock market notification regulations when it invested in Implenia in early 2007, meaning that the shares it purchased were acquired illegally. The system Laxey used , was based on CFDs (contracts for difference), issued by various banks on Implenia shares after Laxey transferred shares to them, allowing Laxey to terminate the CFDs at any point in time and to then purchase the shares, held by the banks to secure their positions. The Federal Administrative Court confirmed the qualification of the Federal Banking Commission that Laxey, by using CFDs, has indirectly acquired the underlying shares and was therefore subject to a notification obligation when it purchased the shares and entered into the CFDs and not when Laxey called the shares at a later point in time.
Implenia is being advised by Bär & Karrer. The Bär & Karrer team comprises partners Rolf Watter and Corrado Rampini and senior associate Charlotte Wieser.
3 December 2008 - YA Global Investments, L.P. enters into an equity funding agreement with Newron
Newron Pharmaceuticals S.p.A. ("Newron"), a research and development company listed on the main segment of the SIX Swiss Exchange announced on 3 December 2008 that it has entered into an equity funding agreement with YA Global Investments, L.P. ("YA Global"), to support the continued longer term development of Newron's product candidates. Under the terms of the agreement Newron has the option to take up YA Global's commitment to subscribe and pay for newly issued Newron shares to a total value of up to CHF30m over a period of 36 months at the sole and exclusive discretion of Newron.
YA Global was advised as to Swiss law by Bär & Karrer AG. The Bär & Karrer team comprised partner Thomas U. Reutter and senior associate Sten E. D. Rasmussen.
1 December 2008 - Aabar Investments acquires AIG Private Bank
On 30 November 2008, Aabar Investment PJSC ("Aabar"), a global investment company listed on the Abu Dhabi Securities Exchange, acquired AIG Private Bank Ltd., a globally networked Swiss private bank for high net worth individuals, from its parent company American International Group, Inc. ("AIG"). The acquisition is subject to the satisfaction of certain conditions, including approval by the appropriate regulatory authorities, in particular the Swiss Federal Banking Commission.
Bär & Karrer is advising Aabar as Swiss legal counsel. Clifford Chance is acting as Aabar's international counsel and Goldman Sachs as its financial advisor. The Bär & Karrer team is led by Ralph Malacrida, partner in the Zurich office, and supported by Till Spillmann (managing associate) and further team members, including the partners Urs Brügger (regulatory), Mani Reinert (antitrust), Peter Reinarz (tax and employment), Markus Wang (IP) and the senior associates Lukas Roesler, Astrid Gilli and others.
12 November 2008 - Consolidation of Swiss share trading on SIX Swiss Exchange as of mid-2009
On 11 November 2008, SIX Group announced its decision to concentrate Swiss share trading in Zurich as of mid-2009. Consequently, trading in the shares of the Swiss blue chip companies (i.e. shares included in the Swiss Market Index and Swiss Leader Index), which currently is conducted on SWX Europe in London, will be relocated to SIX Swiss Exchange in Zurich and be subject to a harmonised regulatory environment. This is advantageous for issuers and market participants. Additionally, it enhances the efficiency of the exchange.
SIX Group is being advised by Bär & Karrer in this matter as to Swiss law. The Bär & Karrer team comprises partner Rolf Watter and senior associate Till Spillmann (both corporate and regulatory) and partner Mani Reinert (antitrust law).
1 October 2008 - Xstrata purchases Lonmin shares and enters into a three-year $5 billion loan facility
On 1 October 2008, Xstrata plc announced the acquisition of Lonmin shares for a cash consideration of £440 million and the entry into of a new three-year $5 billion multi-currency revolving loan facility with a group of its relationship banks. The new facility will be used to refinance existing debt and for general corporate purposes. Xstrata is a global diversified mining group, listed on the London and SIX Swiss Stock Exchanges, with its headquarters in Zug, Switzerland.
Xstrata was advised by Bär & Karrer on the Swiss legal aspects of the transaction. The team of Bär & Karrer comprised partner Ralph Malacrida and senior associate Lukas Roesler.
25 September 2008 - Energiedienst Holding AG acquires EnAlpin AG
On 25 September 2008, Energiedienst Holding AG (EDH), listed in Zurich and in Stuttgart, announced the acquisition of EnAlpin AG based in Visp (EnAlpin) from EnBW Energie Baden-Württemberg AG (EnBW). Through this transaction EDH is strengthening its position in the production of Swiss hydropower. EnBW will transfer as a contribution in kind all EnAlpin shares to EDH in exchange of new EDH shares.
Energiedienst Holding AG was advised by Bär & Karrer. The team of Bär & Karrer comprised partner Rolf Watter and senior associate Phyllis Scholl.
4 September 2008 - Sale of Koenig Verbindungstechnik AG consummated
As per 4 September 2008, the German Klöckner Group, a leading independent European steel and metal distributor, and Capvis Private Equity have closed the sale of Klöckner's Swiss subsidiary König Verbindungstechnik AG to Capvis (deal size > CHF 500 million).
Klöckner & Co AG was advised by Bär & Karrer for all legal aspects. The team comprised partners Christoph Neeracher (lead), Mani Reinert (merger control) and Markus Wang (IP) as well as senior associates René Schwab, Caroline Möhrle, Luca Jagmetti, Tamer Dürr, Nina Probst and Oliver Brupbacher (not yet admitted). Ernst & Young acted as financial and tax advisor to Klöckner. Capvis was advised by Lenz & Staehelin.
22 August 2008 - Trading for ARYZTA shares on the SWX Swiss Exchange and on the Irish Stock Exchange in Dublin
After the involved companies' extraordinary general meetings had passed affirmative resolutions and the Irish High Court had given its approval, the combination of Hiestand Holding AG and IAWS Group plc under ARYZTA AG was successfully completed on 21 August 2008. The trading for ARYZTA shares on the SWX Swiss Exchange and on the Irish Stock Exchange in Dublin started on 22 August 2008.
Bär & Karrer was advising Hiestand Holding AG in this matter. The team comprised the partners Rolf Watter, Michael Trippel and Dieter Dubs and senior associate Daniel Pfiffner.
6 August 2008 - The CAS, Court of Arbitration for Sport, upholds the appeals filed by FC Schalke 04, SV Werder Bremen and FC Barcelona regarding the release of players for the 2008 Olympic Games
Three European clubs have filed appeals against a decision of FIFA according to which football clubs were obliged to release players under the age of 23 for the Olympic Football Tournament Beijing 2008, on the basis of a long lasting and undisputed practice which had become a customary law for the clubs.
The CAS Panel reached the conclusion that the Olympic Football Tournament Beijing 2008 is not included in the Coordinated Match Calendar and there is no specific decision of the FIFA Executive Committee establishing the obligation for the clubs to release players under 23 for this tournament. Furthermore, the requirements to justify a legal obligation of clubs to release their players for the Football Tournament Beijing 2008 on the basis of customary law are not met. Accordingly, the Panel considered that FC Schalke 04, SV Werder Bremen and FC Barcelona had no legal obligation to release the players Rafinha, Diego and Messi, respectively, for the Olympic Football Tournament Beijing 2008.
Michele Bernasconi, partner at Bär & Karrer, was member of the CAS Panel and Michael Noth, senior associate at Bär & Karrer, was appointed as ad hoc clerk.
10 July 2008 - Novartis buys additional 51.7% stake in Speedel and announces plans to acquire remaining shares in a mandatory public tender offer
On 9 July 2008, Novartis acquired an additional 51.7% stake in Speedel, a listed Swiss biopharmaceutical company through a series of off-exchange transactions with major Speedel shareholders for approx. CHF 525 million in cash. Novartis will commence a mandatory tender offer to acquire the remaining shares of Speedel and Speedel's activities are planned to be integrated into Novartis.
Bär & Karrer is advising Novartis in this matter; Novartis' inhouse legal team is headed by Jörg Walther, global head legal M&A and Antitrust. The Bär & Karrer team comprises the partners Rolf Watter and Dieter Dubs and the senior associates Philippe A. Huber and Katja Roth Pellanda.
9 July 2008 - Novartis completes acquisition of 25% stake in Alcon from Nestlé as a first step toward majority ownership
On 7 July 2008, Novartis has completed the purchase of approx. 25 percent of Alcon's shares from Nestlé for approx. USD 10.4 billion in cash. This has been the first step according to an agreement reached in April 2008. From 2010 on, Novartis and Nestlé will have, as an optional second step, call and put options on Nestlé's remaining shareholding in Alcon for a price not exceeding approx. USD 28 billion.
Novartis' in-house legal team, led by general counsel Thomas Werlen and head M&A Jörg Walther was advised as to US and international competition law by Allen & Overy and by Bär & Karrer for all Swiss law aspects. The Bär & Karrer team was led by Rolf Watter, assisted by senior associates Urs Kägi, Caroline Möhrle and Katja Roth Pellanda (all corporate).
Nestlé was advised by Cravath, Swaine & Moore in New York as to US law and by Homburger as to Swiss law.
1 July 2008 - UBS AG establishes a new Corporate Governance structure
UBS AG has overhauled its Corporate Governance structure and has enacted new Corporate Governance guidelines which came into force on 1 July 2008. The changes are based on a thorough review of international best practices in Corporate Governance. The new guidelines are published on UBS's website.
Bär & Karrer acted as Swiss independent legal advisor to UBS AG. The team comprised partner Rolf Watter and senior associate Katja Roth Pellanda, assisted by Kaspar Theiler (not yet admitted).
1 July 2008 - Groupe Lactalis acquires Baer AG
On 1 July 2008, Groupe Lactalis acquired Baer AG, a Swiss soft cheese producer holding well-known brands on the Swiss market. Groupe Lactalis is a family-owned company based in Laval, France. It is a major player in the French dairy food industry. The acquisition was cleared by the competition authorities.
Groupe Lactalis was advised by Bär & Karrer. The team comprised partner Christophe Buchwalder and senior associate Sabina Nüesch.
19 June 2008 - Accor completes the sale of several hotels to a real estate consortium, partly financed by Calyon, HSBC France, Natixis and BNP Paribas
In June 2008, Accor has completed the sale of several of its hotels located in France and Switzerland to a real estate consortium including two funds managed by AXA Real Estate Investment Managers (AXA REIM), this under a sale and lease back agreement and a price consideration of around EUR 466 millions.
The transaction was partly financed by Calyon, HSBC France, BNP Paribas and Natixis.
Calyon, HSBC France, BNP Paribas and Natixis were advised by Bär & Karrer as to Swiss law and by Gide Loyrette Nouel as to French law. The Bär & Karrer team comprised partner Eric Stupp and senior associate Yasmine Sabeti. AXA REIM was advised as to Swiss law by Lenz & Staehelin in Zurich and Accor Suisse S.A. by Carrard et Associés in Lausanne.
31 May 2008 - UPS sells its logistics, distribution, equipment and on-site repair business in Switzerland to Planzer Transport Group
As per 31 May 2008 UPS, the international express carrier, sold its logistics, distribution, equipment and on-site repair business in Switzerland to Polysys AG, a member of the Planzer Transport Group, a leading Swiss logistics provider.
Planzer was advised by Bär & Karrer. The team comprised partners Christoph Neeracher (corporate/M&A), Mani Reinert (merger control) and Markus Wang (IP) as well as senior associates Luca Jagmetti (corporate/M&A) and Roland Wild (not yet admitted).
21 May 2008 - Petroplus lists USD 500 million guaranteed convertible bonds
On 21 May 2008, the 3.375% guaranteed bonds due 2013 in the amount of USD 500 million convertible into shares of Petroplus Holdings AG, the largest independent refiner and wholesaler of petroleum products in Europe, was listed on the main segment of the SWX Swiss Exchange. The convertible bonds were issued in March 2008 by Petroplus Finance Limited, a Bermuda subsidiary of Petroplus Holdings AG in a private placement.
Petroplus Holdings AG was advised by Bär & Karrer who acted as Swiss legal counsel. The Bär & Karrer team comprised partners Michael Trippel and Gianpaolo Arrigoni and senior associates Sten Rasmussen, Ariane Riedi Wirth and Othmar Aeschi.
Freshfields Bruckhaus Deringer acted as international legal counsel to Petroplus Holdings AG. Cravath, Swaine & Moore acted as international legal counsel and Homburger as Swiss legal counsel to Morgan Stanley and Credit Suisse, joint bookrunners for the private placement of the convertible bond.
14 May 2008 - Orascom Development Holding gets listed on SWX
Orascom Development Holding AG ("OD Holding" or "the Company"), the newly established Swiss top company of the OD Holding Group, a leading resort and town developer primarily active in the Middle East, was listed on the SWX on 14 May 2008 with a simultaneous flotation on the Cairo & Alexandria Stock Exchanges in Egypt. Prior to its listing on SWX, OD Holding completed an exchange and tender offer for the shares of the former group parent company, Orascom Hotels & Development S.A.E., Cairo. Concurrently with the listing on SWX, 1,250,000 new shares of OD Holding were offered to investors. Based on the offer price of CHF 152 per share, OD Holding was valued approximately CHF 3.4 billion on the first day of trading on SWX. UBS Investment Bank acted as financial adviser to the Company and was sole bookrunner and lead manager in the offering. Beltone Investment Banking acted as financial adviser to OD Holding in Egypt.
The Company was advised by Bär & Karrer as to Swiss law. The team comprised Thomas U. Reutter, Philippe Huber, Sonja Kissling, Ariane Riedi Wirth and Thomas Rohde. Orascom Hotels & Development S.A.E. was advised by Amereller Legal Consultants as to Egyptian law. Homburger acted as Swiss legal adviser to UBS.
24 April 2008 - UBS shareholders approve fully underwritten rights issue
The shareholder meeting of UBS AG held on 23 April 2008 has approved a rights issue in the amount of CHF 15 billion as proposed by the board of directors. The rights issue is fully underwritten by a syndicate of banks led by J.P. Morgan, Morgan Stanley, BNP Paribas and Goldman Sachs International (the "Joint Bookrunners").
Bär & Karrer acted as Swiss legal advisor to the Joint-Bookrunners. The team comprised partner Thomas U. Reutter and associates Sten E. D. Rasmussen and Benjamin Bloch (not yet admitted). The Joint Bookrunners were advised by Davis Polk & Wardwell as to US law.
UBS AG was advised by Homburger as to Swiss law and by Sullivan & Cromwell LLP as to US and German law.
30 March 2008 - Zurmont Madison Private Equity acquires SMB SA
In March 2008 Zurmont Madison Private Equity L.P. acquired SMB SA, a leading provider of high-end forgings, for an undisclosed sum.
Zurmont Madison Private Equity L.P. was advised by Bär & Karrer AG. The Bär & Karrer team comprised partner Christoph Neeracher and senior associate Luca Jagmetti.
29 February 2008 - Standard Chartered Bank acquires American Express Bank Ltd.
Bär & Karrer AG advised Standard Chartered Bank on Swiss regulatory and corporate law matters in connection with its acquisition of American Express Bank Ltd. from American Express Company for approximately USD 860 million. The transaction was announced on 18 September 2007, and completed on 29 February 2008. American Express Bank Ltd. is active in Switzerland through its subsidiary American Express Bank (Switzerland) SA, domiciled in Geneva.
The Bär & Karrer team included partner Eric Stupp and senior associates Peter Hsu and Tamer Dürr. Slaughter and May, London and Hong Kong, working as an integrated team with Sullivan & Cromwell, acted as global counsel to Standard Chartered Bank.
14 February 2008 - HBM BioVentures Ltd. gets listed on the SWX Swiss Exchange
HBM BioVentures Ltd., a leading venture capital company that invests globally in the human medicine, biotechnology and medical technology sectors, has been listed on the SWX Swiss Exchange. UBS Investment Bank acted as Financial Advisor and Listing Agent for HBM BioVentures Ltd.
UBS Investment Bank was advised as to Swiss law by Bär & Karrer. The Bär & Karrer team comprised partner Michael Trippel and senior associate Sten E. D. Rasmussen. HBM BioVentures Ltd. was advised by Homburger as to Swiss law.
15 January 2008 - SWX Swiss Exchange, SIS and Telekurs merge to become Swiss Financial Market Services
In January 2008, SWX Swiss Exchange, SIS and Telekurs completed their merger which brought the business activities of all three companies under the roof of a new holding company, Swiss Financial Market Services; as part of the transaction, the non-profit association holding so far the shares of SWX Swiss Exchange was dissolved. Swiss Exchange, SIS and Telekurs are the three Swiss financial market infrastructure companies.
Bär & Karrer acted as legal counsel for all three companies handling corporate law, merger control, regulatory and tax matters. The team comprised partner Rolf Watter (lead) and senior associates Urs Kägi (banking & corporate), Katja Roth Pellanda (corporate), Sabina Nüesch (corporate) and Andrea Bolliger (tax) as well as partner Mani Reinert (merger control).