Gian-Andrea Caprez lic. iur., LL.M. Attorney at Law Managing Associate Languages: German, English, French Contact: +41 58 211 34 27, gcaprez@vischer.com General Mr. Caprez s practice focuses on domestic and international M&A, private equity and capital market transactions and all aspects of corporate law. Gian-Andrea Caprez advises clients with respect to corporate and commercial law (including corporate governance), contract matters, public takeovers as well as banking and stock exchange law. His areas of practice also include financing transactions. He advises and represents clients in proceedings before the SIX Swiss Exchange, the Swiss Takeover Board and the Swiss Financial Market Supervisory Authority FINMA. Education - University of Zurich (lic. iur., 2004) - Bar Admission (Zurich, 2007) - Columbia Law School, New York (LL.M., 2010) 1/6
Teams Startup Desk, Banking and Finance, Corporate and Commercial, Energy, Information and Communication Technology, Listed Companies, Media and Entertainment, Mergers & Acquisitions, Private Equity, Venture Capital, Corporate Finance, Restructuring and Insolvency Practice Areas Banking Law, Capital Markets, Commercial Law, Corporate and Commercial, Corporate Governance, Financing, M&A, Media Law, Private Equity, Stock Exchange Law, Venture Capital References Legal 500 (EMEA 2018) - "Commercial, corporate and M&A" "Vischer is particularly strong in private M&A and private equity transactions for young, fast-growing companies in the healthcare and digital media sectors. The practice advised Symetis on its $435m all-cash acquisition by Boston Scientific and also assisted Anheuser-Busch InBev with the 7.3bn sale of SABMiller s business in Eastern Europe to Asahi. Co-head Jürg Luginbühl and associate Gian-Andrea Caprez are recommended for finding pragmatic and commercial solutions, working exceptionally hard and responding quickly. Other names to note are M&A co-leads Matthias Staehelin and Benedict Christ." Deals Lundbeck to acquire Prexton Therapeutics H. Lundbeck A/S (Lundbeck) and Prexton Therapeutics BV (Prexton) announced signing of a definitive agreement in which Lundbeck will acquire Prexton. Under terms of the agreement, Lundbeck will pay EUR 100m upfront and is furthermore required to later pay up to EUR 805m in development and sales milestones to the group of current owners. By acquiring Prexton, Lundbeck will obtain global rights of foliglurax, which currently is in clinical phase II testing for symptomatic treatment of OFF-time reduction in Parkinson s disease and dyskinesia (uncontrolled movements) including Levodopa Induced Dyskinesia (LID). The aim is to treat the motor symptoms of Parkinson s disease, such as resting tremor and dyski-nesia. VISCHER advised Lundbeck as lead-counsel in this transaction. The team was led by Corporate partners Christian Wyss and Robert Bernet and included Luzius Zumstein, Gian Caprez, Gian Geel, Aron Waltuch (all Corporate), Marc Prinz (Employment) and Eric Flückiger (Tax). Poscom closed the sale of its international hotel chain Poscom Ferien Holding AG closed the sale of its international hotel chain operating under the name "Ferienverein", comprising several hotels in Switzerland, Spain and Italy and its own tour operator, to the Saudi Arabian investor Sami Al Angari. VISCHER advised Poscom Ferien Holding AG as lead counsel on all legal aspects of this transaction. The VISCHER team was led by Jürg Luginbühl (Partner, Corporate/M&A) and included Benedict F. Christ (Partner, Corporate/M&A and Real Estate), Gian-Andrea Caprez (Managing Associate, Corporate/M&A) and Rebekka Keller (Associate, Corporate/M&A). 2/6
Cham Group closed the sale of its specialty paper business to Sappi Cham Group (listed on SIX Swiss Exchange) closed the sale of its specialty paper business, comprising of subsidiaries in Switzerland and Italy, to Sappi Group (listed on Johannesburg Stock Exchange), one of the world's leading pulp and paper manufacturers. The sale at an enterprise value of CHF 146.5 million results (after deduction of bank debt, liabilities and costs) in an inflow of over CHF 125 million in cash. Following the divestment of the specialty paper business, Cham Group will focus on its real estate business. VISCHER advised Cham Group as lead counsel on all legal aspects of this transaction. The VISCHER team was led by Jürg Luginbühl (Partner, Corporate/M&A) and included Gian-Andrea Caprez (Managing Associate, Corporate/M&A), David Weber (Senior Associate, Corporate/M&A), Seraina Tsering (Senior Associate, Corporate/M&A), Rebekka Keller (Associate, Corporate/M&A), Klaus Neff (Partner, Competition), Thomas Steiner (Senior Associate, Competition) and Christoph Niederer (Partner, Tax). JSR Corporation Acquires Pioneering Cell Line Developer Selexis SA JSR Corporation, listed on Tokyo Stock Exchange, recently completed its acquisition of Selexis SA, a pioneering life sciences company and global leader in mammalian cell-line generation technologies. JSR was represented by Transatlantic Law International (TALI) and VISCHER as the Swiss M&A legal counsel. The VISCHER team was led by Christian Wyss, partner and head of the VISCHER Corporate & Commercial practice team, and included Gian-Andrea Caprez (managing associate, M&A), Marc Prinz (partner, employment) and Nadia Tarolli (partner, tax). JSR Corporation, through its business unit JSR Life Sciences, provides specialized materials and products to the biotech industry. JSR Life Sciences operates a network of manufacturing facilities, sales offices and R&D labs in key markets throughout North America, Europe and Asia-Pacific. Read the press release here: www.transatlanticlaw.com/content/jsrcorporation-acquires-pioneering-cell-line-developer-selexis-sa AB InBev sells SABMiller's Eastern European business Anheuser-Busch InBev sells SABMiller's former Eastern Europe Business to Asahi for a purchase price of EUR 7.3 billion. In connection with AB InBev's merger with SABMiller, the European Commission ordered AB InBev to dispose of certain assets. The transaction is expected to close in the first half of 2017. VISCHER advised AB InBev regarding the Swiss aspects of the transaction. The VISCHER team was led by Benedict F. Christ (Partner, Corporate) and included Gian-Andrea Caprez (Managing Associate), Seraina Tsering (Senior Associate) und Dr. Rebekka Keller (Associate), all Corporate. Kuros to acquire Xpand Kuros Biosciences Ltd. (SIX:KURN) announced the signing of a combination agreement with Xpand Biotechnology B.V. with the intention to acquire Xpand by way of an exchange of all Xpand shares for up to 2.105 million new Kuros shares, subject to customary conditions. Xpand's novel orthobiologic MagnetOs was approved for sale in the European Union in July 2016 and is under regulatory review in the US. VISCHER is advising Kuros; the team is led by Matthias Staehelin with Gian-Andrea Caprez, Angelo Imperiale and Angela Oppliger (all Corporate). IPO of CRISPR Therapeutics at NASDAQ CRISPR Therapeutics AG (NASDAQ:CRSP), a biopharmaceutical company focused on translating CRISPR/Cas9 gene-editing technology into transformative medicines, announced on October 18, 2016 the pricing of its initial public offering of 4'000'000 common shares at a public offering price of $14.00 per share. CRISPR Therapeutics common shares have started trading on the NASDAQ Global Market under the ticker symbol "CRSP" on October 19, 2016. Citigroup, Piper Jaffray and Barclays acted as joint book-running managers for the offering. Guggenheim Securities acted as co-manager. In 3/6
addition to the shares sold in the public offering, CRISPR Therapeutics also completed the concurrent sale of an additional 2'500'000 shares at the initial offering price of $14.00, for gross proceeds of $35.0 million, in a private placement to Bayer Global Investments B.V., an existing shareholder and an affiliate of Bayer HealthCare LLC, a joint venture partner with CRISPR Therapeutics. VISCHER AG and Goodwin Procter LLP are legal advisors to the Company. The team at VISCHER is led by Matthias Staehelin (Partner Corporate) with Stefan Grieder (Partner Corporate), Nadia Tarolli (Partner Tax), Angelo Imperiale, Gian Caprez, Vincent Reardon and Luzius Zumstein (all Associates). Loomis divests general cargo services Loomis AB has entered into an agreement to divest its general cargo services to Rhenus Alpina AG. The general cargo services were acquired as part of the VIA MAT acquisition in 2014. The divested operations offer international cargo services by air, sea, road and rail and is deemed none-core for Loomis. VISCHER advised Loomis. The VISCHER team was led by Dr. Benedict F. Christ (Partner), Gian-Andrea Caprez (Managing Associate) und Dr. Rebekka Keller (Associate). AFINUM acquires Lomb Art AFINUM acquires together with the management Lomb Art AG, Freienbach (CH), a leading provider of POP displays and packaging for the watch and jewellery industry. VISCHER advises AFINUM in this transaction. The VISCHER team includes Jürg Luginbühl (Partner), Gian-Andrea Caprez (Managing Associate) and Sebastian Huber (Associate). Barnes Group acquires Priamus System Technologies Barnes Group Inc., an international industrial and aerospace manufacturer and service Provider listed on the New York stock exchange, has acquired Swiss privately held Priamus System Technologies, a technology leader in the development of advanced process control systems for the plastic injection molding industry. The VISCHER Team, led by Dr. Benedict F. Christ (Partner) advised the buyer Barnes and included Gian-Andrea Caprez (Managing Associate), Sebastian Huber (Associate) all Corporate and Delia Fehr-Bosshard (Associate) IP. Newmont sells stake in Valcambi AG Gold Refinery On July 27, 2015 New York listed Newmont Mining Corporation announced it has closed the sale of its equity stake in the Swiss gold refinery Valcambi AG to a subsidiary of Rajesh Exports Ltd., India, for total net proceeds of USD 119 million. VISCHER AG acted as Newmont's lead and Swiss counsel. The VISCHER team, led by partner Felix W. Egli, included Thomas Krizaj (M&A), Gian-Andrea Caprez (M&A), Peter Kühn (M&A), Klaus Neff (Merger Control), Adrian Dörig (Corporate Finance) and Christoph Niederer (Tax). Press release Newmont (http://www.newmont.com/newsroom/newsroom- details/2015/newmont-sells-stake-in-valcambi-gold-refinery-in- Switzerland/default.aspx) Press release Rajesh Exports Limited (http://www.moneycontrol.com/livefeed_pdf/jul2015/67af0e04_09c4_4f52_a 635_D3F2C47D9A72_093744.pdf) Practice - Associate/Senior Associate with Niederer Kraft & Frey, Zurich (2007-2009 / 2011-2015) - International Associate with Simpson Thacher & Bartlett, New York <br />(2010-2011) 4/6
Memberships in Associations - Zurich Bar Association - Swiss Bar Association - International Bar Association - International Association of Young Lawyers (AIJA) - Young SECA 5/6
About VISCHER We effectively support our clients in a solution oriented manner in legal, tax and regulatory matters. Our lawyers, tax experts and notaries are organized in the specialist practice teams listed below, each led by an experienced partner. This enables us to individually tailor our services to meet the requirements of the individual project in the most effective manner. Our offices are located in Zurich and Basel, the two largest business centers of Switzerland. Independence is a key factor for the optimal protection of client interests. We therefore put great value on a very high conflict of interest standard that is no longer obvious in the international legal industry. In order to also remain independent in transborder transactions, we have built up our own global network of foreign law firms enabling us to select our foreign attorneys based exclusively on the requirements of the individual mandates and without having to take into consideration the instructions of a law firm group or a network organization. - Antitrust and Competition - Aviation - Banking and Finance - China Desk - Civil Law Notaries - Compliance Support - Corporate and Commercial - Data & Privacy - Employment Law - Energy - Health Care - Immigration - Information and Communication Technology - Intellectual Property - Life Sciences, Pharma, Biotech - Listed Companies - Litigation, Arbitration - Media and Entertainment - Mergers & Acquisitions - Pension Funds - Private Clients - Private Equity, Venture Capital, Corporate Finance - Public Sector and Regulatory - Real Estate - Restructuring and Insolvency - Sports Law - Startup Desk - Tax - White Collar Crime Zürich VISCHER AG Schützengasse 1 8021 Zürich Switzerland Tel +41 58 211 34 00 Basel VISCHER AG Aeschenvorstadt 4 4010 Basel Switzerland Tel +41 58 211 33 00 6/6