We have acted in a multitude of transactions advising companies and investor syndicates, structuring deals, and implementing various transactions.
Growth Financing.
We have advised companies and investor syndicates in over 40 financing rounds with deal values from CHF 300'000 to CHF 85 million.
Mergers & Acquisitions.
Our M&A team assists our clients prior to entering into an M&A transaction. We assist buyers and sellers in due diligence, contract negotiation and closing; we also resolve IP, tax, regulatory, labor, environmental, real estate, and other ancillary issues.
Management Buy-Out.
We have assisted in several management buy-outs, implementing the tax driven structure on the buyer's side and the related finance documentation.
Restructuring and Demergers.
We help companies benefit from the flexibility created by the new Swiss merger law including spin-offs, split-offs, and divestitures. Our firm has published one of the leading commentaries on this law and has gained an excellent reputation in this field.
Tax Advice (including VAT).
We assist companies in implementing an optimal tax structure. For start-ups, we obtain formal tax relief and analyze their VAT needs. Our tax team of seven qualified tax experts assists in all tax matters.
Corporate Governance. We design the optimal corporate governance structure tailored to the needs of your company. Our expertise with listed companies helps us design structures for smaller companies, which allows for future growth. For listed companies, we advise on disclosures and public reporting requirements. For management transactions, we advise on structure, timing, and compliance with reporting requirements.
Fund Formation and Management. We assist in structuring, forming, and administering funds established in Switzerland.
Swiss Venture Capital and Private Equity.
We advise Switzerland based VCs and private equity companies on investments made both in and outside Switzerland and, if required, coordinate foreign counsel.
Non-Swiss Venture Capital and Private Equity. We advise VCs and private equity companies on Swiss portfolio investments, including requirements set by German tax legislation for investments in Switzerland.
Employee Participation (Option Plans, Share Plans). Our tax team, using our corporate and labour expertise, has helped to find solutions for this key incentive tool of many companies. We have drafted and implemented a large number of stock option and share plans, including the tax structuring and corresponding rulings with various cantonal tax authorities.
Selected recent transactions include:
VISCHER advised the Japanese electronics manufacturer Toshiba Corporation on Swiss law in its acquisition of the entire equity of the innovative Swiss-based meter maker Landis+Gyr for USD 2.3 billion from a large group of private equity investors. The acquisition will substantially enhance the scope of Toshiba's smart grid and smart community businesses and position the company as a global competitor with world-class capabilities.
In 2011, Repower, an international, SIX listed energy company based in Switzerland with total operating revenues of CHF 2.3 billion in 2010, has founded Repartner Produktion AG and subsequently sold share participations of it ti Liechtensteinische Kraftwerke (LKW), IBAarau and Wasserwerke Zug AG (wwz). Repartner Produktions AG offers medium-sized energy suppliers access to the Swiss and foreign energy production plants and projects of Repower. The current production portfolio comprises the hydro power plant at Taschinas in Switzerland and two wind farms in Germany. The target portfolio will have approx. 400 MW power and a total value of CHF 1 billion. VISCHER advised Repower on corporate, regulatory and tax aspects in the structuring and formation of Repartner Produktions AG and on all necessary agreements to implement this innovative partnering model.
VISCHER advised German private equity firm HANNOVER Finanz GmbH in the acquisition of the hardware business of California based and LSE listed Kofax plc.
VISCHER advised the owner of Swiss Adaxys Group, a leading EMS group in the DACH region, in the sale of the entire share capital to CCS Holding AG which is controlled by Zurmont Madison Private Equity LP.
VISCHER advised German WEKA Group, a leading European media group, in the acquisition of the Swiss ZfU – International Business School AG, a leading provider of management education and training in the German-speaking European countries.
VISCHER acted as Swiss counsel to Saba Software Inc., the premier people cloud provider, in its acquisition of Swiss-based COMARTIS Group, a leading company in the testing and assessment market.
VISCHER advised Vincorex, a leading proprietary high frequency stock trader, and their major shareholders in the share acquisition and investment by UK Kyte Group Limited, a leading agency clearer on LIFFE, Eurex, CME and ICE and a premier broker to Tier 1 banks, hedge funds and professional traders.
VISCHER acted as counsel to the sellers of Unitpool AG, a leading airline container pooling company managing a fleet of units across more than 250 airports for a group of 24 member airlines, to Australian Securities Exchange listed Bramles Limited.
VISCHER advised EOS Holding SA in the acquisition of various windpark portfolios in Europe.
VISCHER acted as lead counsel for the Singapore listed Olam International Ltd in connection with the purchase of the tropical hardwood production business of Dalhoff Larsen & Hornemann A/S. The transaction included the purchase of all the shares in the Swiss company tt Timber International AG as well as in subsidiaries in three African countries.
VISCHER acted as Swiss counsel to London investment company Vision Capital LLP in the acquisition of a portfolio of three companies from Paragon Secondary Partners LP including Swiss-based Swisshaus AG.
VISCHER advised YFM Equity Partners’ portfolio company Fishawack in its acquisition of Swiss medical communication service provider Phocus Holding GmbH.
VISCHER assisted Nitec Pharma AG, Reinach, Switzerland, a company that is developing and commercializing innovative medicines to target unmet therapeutic needs in arthritis, pain and inflammatory diseases, with regard to the merger and business combination with Horizon Therapeutics, Inc., USA.
VISCHER advised Biomedinvest and BB Biotech Ventures in a Series A financing round of CHF 18 million (EUR 9.5 million) in Aleva Neurotherapeutics SA in Lausanne. Aleva develops next-generation implants for Deep Brain Stimulation (DBS) in major neurological indications such as Parkinson's disease and depression.
VISCHER represented Biognosys AG in their financing round with Syngenta. Biognosys proteomics platform can quantify proteins from any organism, across experimental conditions, on a multiplexed scale.
VISCHER advised the lead-investor Edmond de Rothschild Investment Partners (EdRIP) in a Series C round of CHF 18 million (USD 20.4 million) in GenKyoTex SA in Geneva. The company is the NOX enzyme specialist developing a compound for the treatment of diabetic nephropathy.
VISCHER advised Swiss biotech firm and Merck KGaA spin-off Vaximm AG, in Basel, in a private financing round totaling CHF 7.8 million from new and existing investors. BB Biotech Ventures and Merck KGaA were joined by new investors Sunstone Capital, Merck Serono Ventures and BioMedinvest. The Company is developing an investigational oral T-cell vaccine that is designed to elicit an immune response against vascular endothelium growth factor receptor-2 (VEGFR-2), a well characterized target for anti-angiogenic intervention.
VISCHER advised Pantec Biosolutions AG, in Liechtenstein, a company developing innovative technologies for transdermal drug delivery, in a CHF 20 million investment achieved by two financing rounds.
VISCHER advised Vivocell Biosolutions AG, in Zug, a company establishing a cord blood stem cells bank for autologous and allogene precaution, in a CHF 24 million investment achieved by a series of financing rounds.
VISCHER assisted Swiss BioMedPartners, one of the leading European healthcare venture capital firms, at the establishment and closing of BioMedInvest II L.P., its second healthcare venture capital fund, who raised CHF 106 million. BioMedInvest II L.P. is a healthcare-dedicated fund that invests in private early- to mid-stage companies in Germany, Switzerland and neighbouring European countries.
VISCHER advised ii4sm The Institute for the Safety of Medicine, in Basel, in a series of private financing rounds.
Additional Services
Our clients regularly require advice across a full range of issues affecting their business, including the following fields:
Litigation and Arbitration: We represent parties in litigation or arbitration and advise on opportunities to resolve disputes prior to or during proceedings. Dispute Resolution is a core competence of VISCHER. With a team of 14 practitioners who primarily focus on litigation and arbitration, we have one of the largest litigation departments in Switzerland.
Employment Contracts and Litigation: Our dedicated employment law team has vast experience relating to employment contracts, consulting agreements, employment manuals and employment litigation before specialized employment courts.
Tax and VAT: VISCHER’s tax team is focused on corporate taxation and the long-term assistance to corporations, i.e., setting up and maintaining tax structures within groups, both national and international. We set up principal structures, as well as domiciliary companies, for companies selling life sciences products outside Switzerland. Our clients can expect competent, tailor-made solutions, encompassing both the underlying civil law structures and the resulting tax law issues.
Insolvency Law. We advise and represent both creditors and debtors in complex financial restructurings and advise directors and management about liability risks in insolvency situations.
Competition Law. We advise on diverse competition matters, including Swiss Competition authority inquiries, compliance and merger investigations.
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