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CapLaw is a digital newsletter with international reach established and led by the General Editors. We provide up-to-date information on legal and regulatory developments regarding the capital markets, publish concise articles on developments in the Swiss and international financial markets, and announce recent deals and forthcoming events. CapLaw is addressed to all Swiss and international lawyers, in-house counsel, financial institutions and corporates, as well as those who are interested in the Swiss capital markets.

  • Viseca Payment Services AG Issued CHF 150m 1.350 per cent. bonds due 2029 

    On 30 October 2024, Viseca Payment Services AG successfully completed its issuance of CHF 150m 1.350 per cent. bonds due 2029. Raiffeisen Schweiz Genossenschaft, UBS AG and Zürcher Kantonalbank acted as Joint Lead Managers.


    Read more: Viseca Payment Services AG Issued CHF 150m 1.350 per cent. bonds due 2029 
  • GAM Holding AG’s Rights Offering

    On 15 November 2024, GAM Holding AG, an independent and global asset management firm headquartered in Zurich and listed on the SIX Swiss Exchange M, completed its capital increase and rights offering with net proceeds of approximately CHF 98.2 million. The proceeds from the offering will be used to repay amounts outstanding under a loan facility granted by GAM’s anchor shareholder, Rock Investments SAS, and any residual amount will be used for general corporate purposes. Helvetische Bank acted as Settlement Agent for the transaction.


    Read more: GAM Holding AG’s Rights Offering
  • EQT, ADIA and Auba’s placement of Galderma Group AG Shares

    On 25 November 2024, Sunshine SwissCo AG (a consortium led by EQT), together with ADIA and Auba Investment Pte. Ltd., successfully placed 16,000,000 shares in Galderma Group AG at a price of CHF 80.00 per share via an accelerated bookbuilding process. The placement raised CHF 1,280 million in total.


    Read more: EQT, ADIA and Auba’s placement of Galderma Group AG Shares
  • McDonald’s Corporation issued CHF 550m bonds in aggregate in the Swiss market

    On 26 November 2024, McDonald’s Corporation closed the issuance of two series of CHF bonds, CHF 300,000,000 1.050% Notes due 2028 and CHF 250,000,000 1.30% Notes due 2032. The bonds were issued under McDonald’s Corporation’s USD 20,000,000,000 Global Medium-Term Notes Program. The bonds have been admitted for provisional trading and will be listed on the SIX Swiss Exchange. BNP Paribas (Suisse) SA and Commerzbank Aktiengesellschaft acted as the Joint Lead Managers.


    Read more: McDonald’s Corporation issued CHF 550m bonds in aggregate in the Swiss market
  • Public tender offer by One Equity Partners for Cicor Technologies

    On 12 December 2024, OEP 80 B.V. (“OEP”), an indirect subsidiary of OEP VIII GP, LLC., published a mandatory public tender offer for all publicly held shares of Cicor Technologies Ltd. (SIX: CICN) at an offer price of CHF 55.17 per CICN share (corresponding to the volume-weighted average share price during the last 60 trading days prior to the publication of the pre-announcement of the offer). Settlement of the offer is expected to occur at the end of February 2025.


    Read more: Public tender offer by One Equity Partners for Cicor Technologies
  • Public tender offer by LPSO Holding for Orascom Development Holding

    On 17 December 2024, LPSO Holding Ltd (“LPSO”), the primary holding company of the Sawiris family, the majority shareholder group of ODH, published a voluntary public tender offer for all publicly held shares of Orascom Development Holding AG (SIX: ODHN; “ODH”) at an offer price of CHF 5.60 per ODH share. The offer price marks a 40.7% premium over the volume-weighted average share price during the last 60 trading days prior to the publication of the offer. The offer is expected to settle in March 2025.


    Read more: Public tender offer by LPSO Holding for Orascom Development Holding
  • Swiss Sustainability Reporting – New Proposal in Public Consultation Process

    On 26 June 2024, the Swiss Federal Council launched a public consultation (Vernehmlassung) on its proposals to amend the Swiss non-financial reporting obligations. The changes aim to align the Swiss requirements with the EU Corporate Sustainability Reporting Directive (CSRD).  This article provides an overview of and comments on the proposed key changes which include, inter alia, an extension of the scope of the non-financial reporting and a broader range of topics to be covered in the reports, a mandatory external audit of the report, and a requirement to comply with the EU Sustainability Reporting Standards (ESRS) or an equivalent standard…


    Read more: Swiss Sustainability Reporting – New Proposal in Public Consultation Process
  • Unveiling the Potential: Exploring Sustainability in Debt Finance in Switzerland

    Sustainability in the financial sector has become increasingly important, both nationally and internationally. Governments and companies worldwide are stepping up their efforts and commitments to combat climate change. Switzerland is no exception to this trend and aims to achieve CO2 neutrality by 2050. This article examines the diverse spectrum of sustainable finance instruments that are commonly utilized in Switzerland (see section 2), describes some challenges (see section 3) and provides an overview of the Swiss legal and the related regulatory framework (see section 4). By Philipp Otto / Christian Schneiter (Reference: CapLaw-2024-61)


    Read more: Unveiling the Potential: Exploring Sustainability in Debt Finance in Switzerland
  • Retrocessions and Execution-Only – Recent Developments 

    This article analyses the Swiss Federal Supreme Court’s recent case law on the requirements for a valid retrocession waiver clause in execution-only relationships and discusses FINMA’s draft circular on rules of conduct under FinSA/FinSO in this context.  By Stephanie Walter (Reference: CapLaw-2024-62)


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  • FinMIA Review: New Rules on the Horizon for Swisslisted Companies

    The recently published draft amendment to the Financial Market Infrastructure Act (D-FinMIA) contains a number of changes and, it is fair to say, some surprises at the level of financial market infrastructures and their users.  When the Financial Market Infrastructure Act (FinMIA) was passed in 2014 it was already determined that the Federal Department of Finance (FDF) would evaluate the effects of the FinMIA 5 years after it came into force. While the corresponding FDF Evaluation Report published in fall 2022 indicated that some changes will be proposed to increase the competitiveness of the Swiss financial center by considering technological…


    Read more: FinMIA Review: New Rules on the Horizon for Swisslisted Companies