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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.

  • IPO of Galderma on SIX Swiss Exchange

    On 22 March 2024, the shares of Galderma Group AG, a pure-play dermatology category leader, were listed and started trading on SIX Swiss Exchange at a price of CHF 53 per share. Based on the offer price, Galderma’s implied market capitalization was CHF 12.6 billion. During the IPO, the syndicate banks successfully placed 37,233,708 newly issued registered shares, as well as 276,909 existing registered shares offered by one of Galderma’s shareholders, Sunshine SwissCo AG (EQT). EQT, together with certain of Galderma Group AG’s other shareholders, granted a secondary over-allotment option of up to 5,626,592 existing registered shares, which was exercised…


    Read more: IPO of Galderma on SIX Swiss Exchange
  • Scrip dividend by SGS SA

    At its AGM held on 26 March 2024, SGS SA proposed to shareholders, and an overwhelming majority approved, the right to receive a dividend in the form of either cash or shares of the company (scrip dividend) at the option of eligible shareholders. The shares to be delivered will be valued at a discount of 6% to the market value of the SGS shares, offering attractive tax benefits for shareholders (no withholding tax and no income tax for certain shareholders). The new shares will be sourced by way of an ordinary capital increase also approved by the shareholders at the…


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  • Capital increase by Meyer Burger with gross proceeds of CHF 206.75 million

    On 2 April 2024, Meyer Burger Technology AG announced that as part of its rights offering, subscription rights for 19,648,121,444 new shares were exercised. On 3 April 2024, Meyer Burger announced that all 496,302,442 new shares for which subscription rights were not exercised during the subscription period were successfully placed with various institutional investors. As a result, Meyer Burger issued 20,144,423,886 new registered shares in connection with the capital increase and raised gross proceeds of CHF 206.75 million. 


    Read more: Capital increase by Meyer Burger with gross proceeds of CHF 206.75 million
  • Placement by Clariant of dual tranche CHF 200 million and CHF 150 million senior bonds maturing 2027 and 2031

    Clariant AG successfully placed a CHF 200 million bond with a term to maturity of three years, and a CHF 150 million bond with a term to maturity of seven years. The net proceeds will be used for general corporate purposes. 


    Read more: Placement by Clariant of dual tranche CHF 200 million and CHF 150 million senior bonds maturing 2027 and 2031
  • Placement by Medartis of CHF 115.8 million convertible bonds maturing 2031

    On 4 April 2024, Medartis Holding AG announced the successful placement of senior unsecured guaranteed convertible bonds due 2031 for an amount of CHF 115.8 million, convertible into newly issued and/or existing registered shares of Medartis Holding AG. The bonds are issued via Medartis International Finance SAS, a directly wholly owned subsidiary of Medartis Holding AG, and the payment obligations under the bonds are unconditionally and irrevocably guaranteed by Medartis Holding AG. An application will be made for the bonds to be admitted to trading on the Open Market of the Frankfurt Stock Exchange (Freiverkehr). The net proceeds from the…


    Read more: Placement by Medartis of CHF 115.8 million convertible bonds maturing 2031
  • EUR 300 million capital increase by SwissSteel Holding AG

    On 18 April 2024, Swiss Steel Holding AG announced the placement of a total of 3,101,000,000 new registered shares in connection with its capital increase. The shares were sold at an offer price of CHF 0.0925 per share, resulting in gross proceeds of EUR 300 million and net proceeds of approximately EUR 294 million. The transaction was fully backstopped by BigPoint Holding AG.


    Read more: EUR 300 million capital increase by SwissSteel Holding AG
  • Placement by DocMorris (former Zur Rose Group) of convertible bonds in the aggregate principal amount of CHF 200 million and public repurchase offer for outstanding convertible bonds due 2025

    On 18 April 2024, DocMorris announced the successful placement of senior unsecured guaranteed convertible bonds due 2029 for an amount of CHF 200 million, convertible into newly issued and/or existing registered shares of DocMorris AG. The bonds are issued via DocMorris Finance B.V., a directly wholly owned subsidiary of DocMorris AG, and the payment obligations under the bonds are unconditionally and irrevocably guaranteed by DocMorris AG. With the transaction, DocMorris intends to refinance the outstanding CHF122m convertible bonds due 2025. For this purpose, DocMorris announced a public repurchase offer for outstanding convertible bonds due 2025 at an offer price of…


    Read more: Placement by DocMorris (former Zur Rose Group) of convertible bonds in the aggregate principal amount of CHF 200 million and public repurchase offer for outstanding convertible bonds due 2025
  • The First (De-)SPAC in Switzerland: a Case Study

    In December 2021, VT5 Acquisition Company AG (VT5), the first Swiss SPAC, was listed on the SIX Swiss Exchange, raising CHF 200 million despite regulatory changes causing a nine-month delay. The subsequent ‘SPAC-winter’, characterized by regulatory scrutiny and an unfavorable economic climate, posed significant challenges, leading to VT5 disclosing difficulties in proceeding with a de-SPAC transaction. Despite these hurdles, VT5 identified R&S International Holding AG (R&S) as an acquisition target, agreeing on a CHF 274 million purchase price. The transaction process involved navigating legal and financial complexities, including securing investor commitments, adjusting to accounting standards, and coordinating a public offering…


    Read more: The First (De-)SPAC in Switzerland: a Case Study
  • Inclusion of Forward-Looking Statements in Swiss Debt Prospectuses: A Swiss Perspective

    This article provides an overview of the legal requirements and practices concerning forward-looking statements in Swiss debt prospectuses, aiming to serve as a guideline for issuers, legal practitioners, and financial professionals navigating public offerings or listings in Switzerland of debt instruments. By Benjamin Leisinger (Reference: CapLaw-2024-02)


    Read more: Inclusion of Forward-Looking Statements in Swiss Debt Prospectuses: A Swiss Perspective
  • The Regulatory Agenda for 2024 in Switzerland

    Changes in the Swiss financial market over the last two years continue to have a profound impact on regulatory initiatives and legislation in Switzerland. Most notably, the Swiss government used its emergency powers to force a takeover of Credit Suisse by UBS in March 2023 after Credit Suisse suffered significant deposit outflows and a loss of market confidence. This extraordinary intervention spurred questions on the effectiveness of the Too-big-to-fail regime and triggered calls for measures to reestablish confidence in the Swiss financial market. Separately, events including the abolishment of negative interest rates, the substitution of the Swiss Franc LIBOR by…


    Read more: The Regulatory Agenda for 2024 in Switzerland