Corporate / Mergers & Acquisitions

Transcription

1 Corporate / Mergers & Acquisitions "Formidable M&A expertise, with a proven track record of advising on many of the market's largest public and private M&A transactions." (Chambers Europe, 2016) Corporate / M&A is a core practice of Niederer Kraft & Frey. We rank top-tier in independent legal directories and many of our Corporate / M&A partners are regularly rated as leaders in their field. Throughout our history, we have been the preeminent Corporate / M&A advisor to leading corporations, investment banks, private equity firms and investors. We have extensive experience representing public and private companies, investment banks, private equity firms and other investors in complex M&A transactions and provide ongoing advice and guidance on all corporate law matters. We excel in complex transactions, where combining our deep experience and capabilities in regulatory, corporate, capital markets and tax is vital to success, in particular redomiciliations to Switzerland, cross-border M&A transactions and restructurings of listed companies. As university lecturers, members of expert panels and supervisory bodies and authors of legal publications, Niederer Kraft & Frey lawyers have made a substantial contribution to the development of Swiss corporate law over the past decades. We lead the thinking on corporate law and corporate governance developments, helping our clients in planning for and implementing changes as they occur. Core Practice Areas Corporate Law We advise public and private companies, including SMEs and family businesses, on all aspects of corporate law. Our practice covers in particular the following areas: General aspects of corporate law, including capital markets law rules applicable to public companies and groups Corporate restructurings and insolvency Preparation and holding of shareholders' meetings of listed companies Advising senior management and boards of directors and their committees on a wide range of issues, including corporate governance and liability management Corporate housekeeping and corporate compliance Business succession planning for owner-managed and family businesses in close cooperation with our tax and private client specialists M&A We have extensive experience representing Swiss and foreign companies, investors and investment banks in domestic and cross-border M&A transactions, including Corporate acquisitions (share and asset deals), including sales auctions Public takeovers, including representation before the Swiss Takeover Board, the SIX Swiss Exchange etc. Mergers, spin-offs, changes of corporate form and other forms of corporate restructuring Management and leveraged buy-outs (see also Private Equity and Venture Capital) Joint ventures 1

2 We excel in complex transactions, where combining our deep experience and capabilities in regulatory, corporate, capital markets and tax is vital to success. We pride ourselves on offering a top-level, innovative and business oriented service to design transaction structures that meet the needs of our clients. Corporate Reorganisations We advise companies of all sizes and from all industries on complex corporate reorganisations, restructuring measures and other forms of reorganisation. Our support enables our clients to achieve the best possible added value from a legal perspective in the often difficult process of change management. Our long standing experience in this field was of particular benefit to our clients over the recent, economically difficult years. Private Equity and Venture Capital Niederer Kraft & Frey has been a leader in the field of private equity and venture capital for years. We support our Swiss and international clients at both company and investor level during all phases of the investment cycle, beginning with the evaluation, covering financing activities and eventually divestment efforts (exit). In this area we work closely with our Corporate Finance specialists who are also leaders in this field. Corporate Governance Corporate governance is an established component of our corporate-law advising. We support our clients in developing and implementing as well as in ensuring ongoing adherence to best-practice requirements related to their specific business activities. We advise our clients concerning the set-up and drafting of their articles of association, organisational regulations, internal governance models as well as concerning function and responsibility charters. Our specialists also support companies in framing remuneration regulations and reports, in setting-up risk management, in maintaining compliance with disclosure obligations as well as in preparing and implementing guidelines and regulations for the conduct of business activities. International Redomiciliations We have pioneered and are recognised as market leader in redomiciliations to Switzerland of both regulated and nonregulated companies, listed on Swiss and foreign stock exchanges. Entrepreneurs and start-up companies Entrepreneurship has always been at the heart of Niederer Kraft Frey s legal services. Our specialists do not only possess the know-how and the long-standing experience but do in particular have the passion and the entrepreneurial spirit to advise entrepreneurs and start-up companies during the entire life-cycle from the incorporation to financing rounds and employee stock option plans and finally to the divestment (exit). Irrespective of whether our clients are ETH/University spin-offs, FinTech start-up companies or other ventures we offer them all relevant legal services. Furthermore, due to our vast network we can assist our clients beyond legal matters and support their targeted growth and their entrepreneurial endeavours. Examples from our Practice We regularly advise national and international market and industry leaders. Set out below are representative recent Corporate / M&A transactions: Legal advisors to GlaxoSmithKline plc on Swiss law matters in the GSK-Novartis asset swap (Vaccines, Oncology) and joint venture (Consumer Healthcare) transaction 2

3 Legal advisors to Assicurazioni Generali S.p.A. in the sale of its banking subsidiary BSI SA to Banco BTG Pactual S.A. Legal advisors to Dresser-Rand, Inc. (NYSE) in its negotiations with Sulzer, Inc. and ultimate sale to Siemens AG Legal advisors to Capvis, the leading private equity firm in Switzerland, and Partners Group, the global private markets investment management firm, in a transaction to acquire Vat Holding AG Legal advisors to Actelion Ltd in its successful proxy fight and takeover defense against Elliott Associates, Inc. Cross-border reorganisation and relocation to Switzerland of regulated foreign insurance and reinsurance companies listed on the NYSE such as ACE Group Insurance / Reinsurance and Allied World Assurance Group Legal advisors to France Telecom in the sales auction regarding its Swiss mobile network operator Orange Communications SA and the sale to Apax Partners at an agreed enterprise value of CHF 2 billion Legal advisors to the bidder in the public takeover proceedings concerning the tender offer to the public shareholders in a regulated financial service provider Swiss counsel to KKR and Alliance Boots in the USD 16.2 billion strategic partnership of Alliance Boots with Walgreens Legal advisors to OC Oerlikon Corporation AG in the sale of the Solar Segment to Tokyo Electron Limited (2012), in the sale of the Natural Fibres and Textile Components Business Units of OC Oerlikon to the Chinese Jinsheng Group (2013), and in the CHF 1 billion acquisition by OC Oerlikon of the Coating Business of SIX listed Sulzer (2014). Legal advisors to bank zweiplus ag in connection with the establishment of a joint venture company with Ringier AG operating under the established 'cash' brand Legal advisors to Newave Energy Holding SA in connection with the voluntary public takeover offer by ABB Switzerland Ltd Legal advisors to CPH Chemie und Papier Holding AG on the sale of CU Chemie UETIKON GmbH to a company controlled by Equistone Partners Europe (Schweiz) AG Legal advisors to Absolute Private Equity Ltd. in connection with the voluntary public takeover offer by HarbourVest Acquistion GmbH Legal advisors to Bridgepoint in the acquisition of Infront Holding AG / Infront Sports & Media AG, Zug Legal advisors to Landis+Gyr in its acquisition by Toshiba Corporation Legal advisors to Numisma Group and McCafferty Asset Management on the sale of a large real estate portfolio from multiple seller companies to a Swiss based investor Legal advisors to Jelmoli Holding in connection with the forming of two separate listed companies (Jelmoli and Athris) and the subsequent public tender offer launched by Swiss Prime Site AG Legal advisors in the cross-border merger of IAWS Group plc with Hiestand Holding AG and the subsequent listing of ARYZTA AG on the SIX Swiss Exchange Legal advisors to BSI (Generali Group) in the acquisition of Banca del Gottardo and in the subsequent merging of the two companies Introduction of a holding structure for a Swiss private bank by means of an asymmetric spin-off and subsequent IPO of the new bank holding company Niederer Kraft & Frey is one of the rare law firms in Switzerland with both the know-how and the capacity required for the successful handling of complex and broad transactions of this nature. Our Specialists Peter Forstmoser Peter R. Isler François M. Bianchi Peter C. Honegger 3

4 Gaudenz G. Zindel András Gurovits Andreas Casutt Philippe A. Weber Philipp Haas Christoph Balsiger Ulysses von Salis Sandro Abegglen Adrian W. Kammerer Thomas M. Brönnimann Daniel Bono Philipp Candreia Catherine Grun Meyer Manuel Werder Patrik R. Peyer Valerie Meyer Bahar Bertrand Schott Tamir Livschitz Till Spillmann Ulrich Benz Evelyn Schilter Edith Kolb Allegra Sosso Christa Sommer-Sprenger Roman Sturzenegger Luca Bianchi Katia Ziegler Lukas Beeler Juerg Bloch Martin Schaub Mirjam Vögeli Christine Hohl 4

5 Giulia Ghezzi Nicole Gütling Cynthia Oggenfuss Alain Jaquet Julia Tolstova Deirdre Ní Annracháin Olivia Biehal Marie-Cristine Kaptan Samuel Hochstrasser Florian L. Steiner Shu Bernet-Zhang Victor Stancescu Adrian Koller Ivo von Büren 5