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.
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.
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.
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.
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 determined by the Federal Council. The consultation period ends on 17 October 2024 and companies will have a two-year transitional period to implement the changes after the new rules enter into force.
By Vera Naegeli / Marie-Cristine Kaptan (Reference: CapLaw-2024-60)
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)
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)
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 developments and international standards, the recently published draft amendments are fairly comprehensive. The consultation period runs until 11 October 2024.
By Andrea Rüttimann (Reference: CapLaw-2024-63)
Swiss Life Issues EUR 500 Million SubordinatedHybrid Bond
On 1 October 2024, Swiss Life placed a subordinated hybrid bond in the amount of EUR 500 million with a maturity date in 2044. The bond includes an optional redemption feature, allowing Swiss Life to repay the bond starting in October 2034. The bond was placed with investors in the European market, and the proceeds will be used for general corporate purposes, including potential future refinancing of outstanding instruments.
TE Connectivity’s Cross-Border Merger
On 30 September 2024, TE Connectivity has announced the completion of the cross-border merger of TE Connectivity Ltd., a Swiss corporation listed on the NYSE, with TE Connectivity plc, an Irish public limited company (NYSE: TEL). The merger resulted in the relocation of the TE Group’s listed parent company from Switzerland to Ireland.