Our transaction and financing experts can help you in every aspect of deal-making, from initial start-up all the way through to IPO and beyond.

Our experience includes project financing and spin-offs, building a Swiss presence, tax advice, corporate governance, capital markets, management buy-out, mergers & acquisitions, restructuring and demergers, fund formation and management, venture capital and private equity and employee participation (option plans, share plans). 

Growth Financing. We have advised companies and investor syndicates in over 60 financing rounds in the life sciences field with deal values from CHF 300'000 to CHF 145 million. We have drafted and negotiated a number of bridge loans from CHF 3 million to CHF 25 million for venture backed life sciences companies, many of them converted into equity.

We have acted in a multitude of transactions involving life sciences companies, advising companies and investor syndicates, structuring deals and advising on the transfer of intellectual property rights.

Selected recent transactions include:

  • We advised TOLREMO therapeutics AG, a privately held Swiss biotech company and ETH Zurich spin-off, in its series A financing round of CHF 9.0 million and a previous financing round with private investors in the amount of CHF 2.4 m. The round was led by BioMedPartners with Redalpine and Altos Venture as well as TOLREMO’s existing shareholders. The capital increase will be used to advance two major drug development programs to prevent drug resistance in cancer therapies.
  • We advised Aspivix, the Swiss start-up innovating women’s care, focused on the development of non-traumatic and minimally invasive surgical instruments for gynaecology, in its successful closing of a series A financing round of over CHF 1.8 million. This series A round will be used to finalize the development and support the clinical trial, of Aspivix’s first product. This device is dedicated to allowing painless placement of Intra-uterine contraceptive devices and other gynaecology procedures. The round syndicate is made of 4FO (which led the financing), Zürcher Kantonalbank (ZKB) and several private investors from Business Angels Switzerland (BAS).
  • We advised ProteoMediX AG, a diagnostic company developing blood-based tests for the accurate diagnosis and prognosis of prostate cancer, in its closing of an equity financing round. The company raised CHF 5.2 million from existing investors.
  • We advised Azafaros (www.azafaros.com), a biotech company established in Leiden in the Netherlands, focusing on the development of new therapies in the field of rare metabolic disorders, in its closing of a seed financing round. BioGeneration Ventures is the founding investor.
  • We advised Polares Medical SA, in Ecublens near Lausanne, a preclinical stage medical technology company focused on the development of a unique trans-catheter mitral valve hemi-replacement system to treat patients suffering from mitral regurgitation (MR), in its USD 25 million financing led by Decheng Capital (Menlo Park and Shanghai), with the participation of Endeavour Vision (Geneva), IDO Investments (Muscat), Earlybird Venture Capital (Berlin) and Wellington Partners (Munich).
  • We advised Memo Therapeutics, a Basel based spin-off company from the ETH Zurich, whose proprietary MemoMABTM technology constitutes a disruptive platform technology for antibody discovery. This technology allows to create an authentic copy of whole antibody repertoire of human and animal species in recombinant form. The CHF 5 million series A2 financing round was led by Redalpine, Schroder Adveq, investiere.ch and other Swiss investors; in the previous seed financing round 2.3 million were raised. The proceeds will be used to further develop the proprietary MemoMABTM technology and to progress MEMO Therapeutics' antibody candidates in the fields of immuno-oncology and infectious diseases towards clinical trials.
  • We assisted Novaremed AG, a newly incorporated Swiss clinical-stage biopharmaceutical company in its raise of CHF 4.44 million from private investors. The funds will be used to prepare for a phase II b clinical study of its lead compound, NRD.E1, a novel, first-in-class, small molecule for patients suffering from diabetic neuropathic pain (DNP).
  • We advised Oculis, a clinical-stage biotechnology company focused on the development of non-invasive topical treatment for back-of-the-eye diseases, in its completion of a CHF 20 million series B financing. The round involved a syndicate of leading transatlantic life sciences investors consisting of Novartis Venture Fund, Pivotal bioVenture Partners and Bay City Capital as well as existing investors including Brunnur Ventures and Silfurberg.
  • We advised ImmunOs Therapeutics AG, a Swiss biotechnology company leading development of a next generation innate and adaptive immunity focused immunotherapy platform for cancer, in its closing of its CHF 2.3 million financing round. The proceeds of the financing will be used to advance its lead clinical candidate, a single multitasking protein agent, for treating solid tumours.
  • We advised NOUSCOM, an oncology company developing neoantigen based cancer vaccines, in its completion of a EUR 42 million series B financing and its previous EUR 12 million series A round. The series B round involved a syndicate of leading transatlantic life sciences investors led by new investors Abingworth with participation from 5AM Ventures and the existing investors LSP and Versant Ventures.
  • We advised Myovant Sciences (NYSE: MYOV), a biopharmaceutical company focused on the innovative treatment of endocrine diseases, in its flexible financing commitments of up to USD 140 million from NovaQuest Capital Management and Hercules Capital, Inc. The proceeds from both financings will be used to fund the ongoing phase III development of Myovant's lead compound "relugolix".
  • We advised Balderton Capital, a London-based venture capital fund with a focus on ambitious entrepreneurs, disruptive technology and sustainable businesses, in its series D financing round over USD 30 million in Sophia Genetics SA, one of the world’s foremost companies in the field of applying artificial intelligence to genomic analysis.
  • We advised Vicarius Pharma AG, a newly-launched company providing U.S.-based biopharmaceutical companies a novel approach to commercializing their first asset in European markets, in its secured CHF 21 million (USD 21.8 million) investment through a series A preferred stock financing from private investors. Vicarius acts as the innovator’s go-to-market organization for Europe, building a customer-facing organization and commercializing the asset in the innovator’s name, while absorbing all launch costs.
  • We advised Inthera Bioscience AG, a Zurich based biopharmaceutical company, developing first-in-class targeted small molecule therapies for solid tumours. The CHF 10.5 million (EUR 9.6 million) series A financing round was led by Merck Ventures, with equal contribution from Aglaia BioMedical Ventures and Novo Seeds and the participation of a private investor. 
  • We advised Polyphor Ltd, a clinical stage Swiss specialty pharma company focused on the development of macrocycle drugs addressing antibiotic resistance and respiratory diseases, in a CHF 40 million private placement. Existing Polyphor investors, including the anchor investors Varuma AG and Ingro Finanz AG, contributed to 98% of the financing.
  • We advised Axovant Sciences (NYSE: AXON), a leading clinical-stage biopharmaceutical company focused on the treatment of dementia, in a USD 55.0 million debt financing agreement with Hercules Capital, Inc. (NYSE: HTGC) ("Hercules"), a leader in customized debt financing for companies in life sciences and technology-related markets.
  • We advised CRISPR Therapeutics AG in its series B financing with total proceeds of nearly USD 140 million. CRISPR Therapeutics AG with corporate seat in Zug is a biopharmaceutical company focused on translating CRISPR-Cas9 gene-editing technology into trans-formative medicines. 
  • We advised BiognoSYS AG, a leading company acting in the field of next-generation proteomics, in a significant series C funding from a corporate investment fund. 
  • We advised Advanced Osteotomy Tools – AOT AG, in Basel, in conducting a substantial series C round, financing AOT's program for CE-certification of the CARLOTM-System (Cold Ablation Robot-guided Laser Osteotome). 

Project Financing. We help entrepreneurs in the early stages, even before they have established their business. We provide legal tools for project financing.

Spin-offs. We have assisted a big number of spin-offs from the Eidgenössische Technische Hochschule (ETH), the École Polytechnique Fédérale de Lausanne (EPFL), the University of Zurich and the University of Basel and are familiar with the many challenges of such spin-offs.

  • We advised for example Anaveon AG in in its investments by the UZH Life Sciences Fund and the BaseLaunch funding programme. Onur Boyman (Director of the Department of Immunology at the University Hospital of Zurich) and Andreas Katopodis (previously Director at the Novartis Institutes of Biomedical Research) founded Anaveon. Anaveon plans to develop an antibody into a cancer drug. Melanoma and renal and lung carcinomas are the main indications.

Building a Swiss presence. We have assisted a number of international Swiss players building up a Swiss presence including transfer of IP, operations, inter-company arrangements and solving the related tax challenges.
 
Tax Advice (including VAT). We assist companies in implementing optimal tax structures. For start-ups, we obtain formal tax relief and analyse their VAT needs. Our tax experts assist 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 allow 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.
 
Capital Markets. (Initial public offering and secondary offering). We have introduced six major life sciences companies to the SIX Swiss Exchange or (with US counsel) to NASDAQ (market caps between CHF 320 and 1'500 million) and have assisted in the secondary offering (deal values between CHF 50 and 400 million). We are recognised as listing experts at the SIX Swiss Stock Exchange and thus can file the listing application on the company’s behalf.

Selected recent transactions include:

  • We assisted CRISPR Therapeutics AG (Nasdaq: CRSP), a biopharmaceutical company focused on developing transformative gene-based medicines for serious diseases, in its public offering of 4,210,526 of its shares at an offering price of USD 47.50 per share and a previous public offering of 5'000'000 of its shares at an offering price of USD 22.75 per share. We also assisted CRISPR Therapeutics AG in all Swiss law matters for its initial public offering at NASDAQ raising USD 56 million. CRISPR Therapeutics AG with corporate seat in Zug is a biopharmaceutical company focused on translating CRISPR-Cas9 gene-editing technology into trans-formative medicines. 
  • We assisted AC Immune SA (NASDAQ: ACIU), a Swiss-based, clinical-stage biopharmaceutical company focused on neurodegenerative diseases, in its issuing up to 10 million new common shares at a price of USD 11.75 per share. Jefferies LLC, Leerink Partners LLC and UBS Investment Bank were acting as joint book-running managers for the first subscription rights offering and the primary offering. We also assisted AC Immune in all Swiss law matters for its initial public offering at NASDAQ raising USD 66 million. AC Immune is a clinical stage Swiss-based biopharmaceutical company focused on neurodegenerative diseases with four product candidates in clinical trials. VISCHER AG has been advising AC Immune since its inception in 2003 in all previous financing rounds A to E. 
  • We assisted Polyphor, clinical-stage biopharmaceutical company focused on the discovery and development of innovative antibiotics and other specialty pharma products for severe or life-threatening diseases, in its initial public offering (“IPO”). The total placement volume amounts to CHF 155 million which will primarily be used to fund the continued development of Polyphor’s lead product candidate murepavadin towards regulatory approval and further progress the development of balixafortide.
  • We assisted Medartis Holding AG, a leading original equipment manufacturer (OEM) specialized in medical devices for internal surgical bone fixation, in its initial public offering (IPO) on the SIX Swiss Exchange. Founded in 1997 by Dr. h.c. Thomas Straumann, Medartis has emerged as a company recognized by medical professionals for its innovation in designing and manufacturing fixation system solutions, enabling them to treat small-bone fractures and osteotomies in the lower and upper extremities, as well as of the craniomaxillofacial (CMF) region, for the benefit of their patients. Underwriters for the IPO were Zürcher Kantonalbank, Bryan, Garnier & Co and Kepler Cheuvreux.
  • We assisted Kuros Biosciences (SIX: KURN), in its sell of 1,151,606 new shares (excluding an over-allotment option of up to 200,000 shares) to existing and new investors at a price of CHF 12.50 per share. In total, Kuros raised gross proceeds of CHF 14.4 million. The new funds will fund Kuros’ commercial activities, in particular the preparation of the market launch of novel products MagnetOS as well as certain important activities for the ongoing Fibrin-PTH development programs. Zürcher Kantonalbank, goetzpartners and Octavian were acting as Joint Placement Agents for Kuros in the offering. Kuros is a leading biosciences company focused in the field of tissue repair and regeneration.

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.
 
Mergers & Acquisitions. Our M&A team assists our clients in the preparation of M&A transactions. We assist buyers and sellers in due diligence, contract negotiation and closing; we also resolve IP, tax, regulatory, labour, environmental, real estate, and other ancillary issues.

Selected recent transactions include:

  • We advised H. Lundbeck A/S (Lundbeck) and Prexton Therapeutics BV (Prexton) in its signing of a definitive agreement in which Lundbeck will acquire Prexton. Under terms of the agreement, Lundbeck will pay EUR 100 million upfront and is furthermore required to later pay up to EUR 805 million 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.
  • We advised Syngenta on all aspects of Swiss law in its divestment of the global sugar beet seeds business. Syngenta is one of the largest agrichemical groups worldwide, with a workforce of more than 28,000 across 90 countries. The purchaser is the Danish DLF Seeds A/S, a global seed company with around 800 employees at 13 sites worldwide. 
  • We advised JSR Corporation, listed on Tokyo Stock Exchange, in its completion of its acquisition of Selexis SA, a pioneering life sciences company and global leader in mammalian cell-line generation technologies.
  • We advised Symetis in its acquisition by Boston Scientific (NYSE:BSX) for USD 435 million in an all cash, up-front payment. Symetis is a medical technology company specializing in the development, manufacturing and marketing of percutaneous heart valve replacement solutions for the treatment of severe cardiac valve conditions. Symetis’ IPO launched on Euronext Paris and very well received by the investment community, has been halted.
  • We advised Symetis in its acquisition of Middle Peak Medical, a private U.S. and German medical device company focused on developing minimally invasive novel solutions for unmet needs in the treatment of mitral valve regurgitation. 
  • We advised (Kuros Biosciences Ltd. (SIX:KURN) in its combination with Xpand Biotechnology B.V. Xpand's novel orthobiologic MagnetOs was approved for sale in the European Union in July 2016 and is under regulatory review in the US. 
  • We assisted Celgene (NASDAQ: CELG) in its acquisition of EngMab for USD 600 million. EngMab's focus is on T-cell bispecific antibodies (TCBs). TCBs bind simultaneously to a target on a tumour cell and to the T-cell receptor complex, resulting in the death of the malignant cell.
  • We advised Cytos Biotechnology Ltd. (SIX: CYTN) in the combination with Kuros Biosurgery Holding AG, a leading biosciences company in the field of tissue repair and regeneration.

Restructuring and Demergers. We help companies benefit from the flexibility created by the 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.

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.
 
Employee Participation (Option Plans, Share Plans). Our tax team, using our corporate and labour expertise, has helped find solutions for option and share plans which are a key tool to incentivise employees in many companies. We have drafted and implemented a large number of stock option and share plans, and advised on the drawing up of tax structures and obtaining any necessary rulings from the various cantonal tax authorities.

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