News, Deals & Cases

On 27 June 2013, the Swiss Takeover Board has modified the Circular no. 1 from 7 March 2013 about Buyback Programmes. As principal innovation, the modalities of the publication of transactions on the website of the offeror are now defined and the obligation to declare these transactions to the Takeover Board was abrogated (margin no….

On 5 June 2013, Schindler Holding Ltd. successfully closed its issuance of CHF 218.07 million exchangeable bonds due 2017 exchangeable into registered shares of ALSO Holding AG. The transaction was governed by Swiss law and introduced an exchange property structure thus far used in English law governed transactions. The exchangeable bonds are listed on the…

On 13 May 2013, Meyer Burger Technology AG, a leading global technology group specializing in innovative systems and processes based on semiconductor technologies, completed a capital increase by way of a rights offering to its shareholders in the amount of approximately CHF 152 million. The net proceeds of the rights offering will, inter alia, be…

In its recent decision in the matter of Repower AG (Repower) dated 13 November 2012, the Takeover Board (TOB) granted an exemption from the obligation to make an offer in accordance to article 32(2)(a) of the Stock Exchange Act (SESTA) with regard to a transfer of voting rights within a group of shareholders.

Liquidity Ordinance: In late November 2012, the Federal Council adopted the liquidity ordinance which transforms the Basel III liquidity requirements into Swiss law. It establishes the basis for the introduction of a liquidity coverage ratio (LCR) by 2015 and a net stable funding ratio (NSFR) by 2018 for all Swiss banks. These principles already apply to the two big…

On 25 November 2011, Safra Group and Rabobank entered into a share purchase agreement under which Safra will acquire a majority shareholding (46.07% equity interest and 68.63% voting rights) in Bank Sarasin & Co. Ltd (Bank Sarasin) for CHF 1,040,000,000 to be paid in cash. The transaction was subject to approval and clearance by the…

On 17 August 2012, UBS AG, acting through its Stamford Branch issued USD 2,000,000,000 7.625% Tier 2 Subordinated Notes with a maturity of 10 years (Notes). The Notes constitute a loss-absorbing instrument, providing for a full write-down, if UBS AG’s CET 1 capital falls below 5% of its risk-weighted assets, and qualify both as tier…

Credit Suisse Group (Guernsey) V Limited (CS Guernsey) issued CHF 3,800,000,000 of Swiss law governed 4% subordinated Mandatory and Contingent Convertible Securities (MACCS) mandatorily convertible into 233,500,000 shares of Credit Suisse Group on 29 March 2013 (if not early converted upon the occurrence of certain contingency and viability events specified in the terms of the…