Transaction and Financing

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 100 financing rounds in the life sciences field with deal values from CHF 200'000 to CHF 185 million. We have drafted and negotiated a number of bridge loans 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:

• ATANIS Biotech AG, a Swiss biotech firm specializing in functional allergy diagnosis has completed a significant capital increase, indicating growing interest and support for advancements in allergy diagnosis technology.
• Simulands AG, a Zurich-based manufacturer of simulation devices for medical training in cardiovascular interventions has received a EUR 10 million investment from German life science and medtech investor SHS Gesellschaft für Beteiligungsmanagement mbH.
• Helsinn Group, a global biopharma group, with a strong focus on oncology and rare diseases, has entered into a financing agreement with Oberland Capital Management LLC.
• BioVersys AG, a clinical-stage Swiss company based in Basel is focused on developing therapies for life-threatening multidrug-resistant bacterial infections and microbiome modulation, has received an investment from the AMR Action Fund, highlighting the importance of addressing antimicrobial resistance.
• Resistell AG, a leader in phenotypic nanomotion technology for measuring living cells, has closed the first tranche of its Series B financing round.
• Anokion SA, a clinical-stage biotech company dedicated to treating autoimmune diseases by restoring normal immune tolerance, has secured a substantial USD 35 million equity investment from Pfizer through the Pfizer Breakthrough Growth Initiative.
• ImmunOs Therapeutics AG, a Swiss clinical-stage immuno-oncology company, has successfully completed a CHF 74mSeries B financing round led by co-lead investors Samsara Biocapital, Lightspeed Venture Partners, and Gimv.
• Engimmune Therapeutics AG, a biotech company based in Basel developing novel T-cell receptor (TCR)-based therapeutics, closed a CHF 15.5m seed financing round. The round was led by the investors Pureos Bioventures and Novo Holdings with incubation from BaseLaunch.
• Cimeio Therapeutics announced its launch including a USD 50m Series A commitment made by Versant Ventures. Cimeio Therapeutics is an applied gene editing, cellular, and immunotherapy company developing a portfolio of Shielded-Cell & Immunotherapy PairsTM for patients with debilitating and life-threatening diseases.
• NEMIS Technologies AG offereing a rapid and cost-effective lab-free screening tool, closed a CHF 7.75m Series A financing round.
• Anaveon AG , a Swiss clinical-stage immuno-oncology company developing a powerful and selective interleukin-2 (IL-2) agonist in patients with solid tumors, closed a CHF 110m Series B financing led by incoming investor Forbion, corner-stoned by founding investor Syncona, also joined by existing investor Novartis Venture Fund, as well as new investors, Cowen Healthcare Investments (a division of Cowen Investment Management), Pfizer Ventures and Pontifax.
• GlycoEra AG, a leader in degrading circulating and membrane proteins has closed CHF 45m (USD 49m) Series A financing round, co-led by renowned US and European life science investors, 5AM Ventures, Roche Venture Fund and Sofinnova Partners.
• Anjarium Biosciences AG, a biotech company in Schlieren (ZH) focused on creating and delivering a new class of non-viral gene therapies has closed a CHF 55.5m (USD 61m) Series A Financing. The round was co-led by Abingworth and Gimv, with significant participation from Omega Funds, Pfizer Ventures and Surveyor Capital (a Citadel company).
• TargImmune Therapeutics AG has closed a financing round, raising CHF 17.7m. TargImmune Therapeutics AG is focused on drug development using novel targeted immunotherapies.
• Swiss Nuclides AG, a developer of novel radionuclide PET tracers for the precision diagnostics and therapeutic pruposes, has raised CHF 2.6m from private investors.
• DomoSafety SA, a leading company in the digital health segment developing innovative solutions in the field of patient safety, has closed its Series B inancing round.
• HAYA Therapeutics SA, a company developing precision medicines that target tissue and cell-specific long non-coding RNAs (lncRNAs), has closed its CHF 18m seed round. The financing was led by Broadview Ventures, with participation from Apollo Health Ventures, BERNINA BioInvest AG, 4See Ventures AG, Schroder Adveq and Viva BioInnovator.
• Oculis S.A., a late-stage biopharmaceutical company focused on developing transformative ophthalmic treatments to improve the sight and lives of patients has closed an oversubscribed USD 57m Series C financing round. The round was co-led by new investors BVCF Management and Hyfinity Investments, with VI Partners and Wille AG joining several of the company’s existing investors.
• Sofinnova Partners and Polaris Partners have co-led an oversubscribed CHF 54m series A round for Noema Pharma, a Swiss clinical-stage company targeting orphan neurological disorders that licensed in four clinical-stage product-candidates from Roche.
• Synendos Therapeutics AG, a Swiss a biopharmaceutical company developing a new class of small molecules aimed at restoring the natural functioning of the endocannabinoid system in the brain with the potential for treating a wide range of Central Nervous System (CNS) disorders, closed its Series A financing round, raising CHF 20m. The financing was co-led by Kurma Partners and Sunstone Life Science Ventures with participation from BERNINA BioInvest, Schroder Adveq, High-Tech Gründerfonds, Lichtsteiner Foundation, Essential Investments, Zürcher Kantonalbank and private Investors.
• NBE-Therapeutics AG closed a USD 22m Series C financing round, led by its existing shareholders Boehringer Ingelheim Venture Fund and the PPF Group and with participation from all private shareholders. NBE-Therapeutics AG’s best in class iADCTM platform creates highly potent and safe immune-stimulatory ADCs with an anthracycline payload, inducing a long-lasting immunological anti-tumor effect.
• T3 Pharmaceuticals AG, a Swiss biotech advancing immuno-oncology with its bacteria-based protein delivery platform in solid tumors, closed various financing round, raising over CHF 40m. The financing was co-led by existing investors, including the Boehringer Ingelheim Venture Fund (BIVF), Reference Capital SA, Wille Finance AG and private investors.
• Polares Medical SA, in Lausanne, a clinical 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), closed a USD 40m financing led by Longitude Capital (Menlo Park) with the participation of Decheng Capital (Menlo Park), Endeavour Vision SA (Geneva), IDO Investments (Muscat), Earlybird Venture Capital (Berlin), and Wellington Partners (Munich).
• Oviva AG raises USD 21m to roll out digital diabetes treatment in Europe.The round was led by Swiss healthtech investor MTIP AG, joined by Earlybird as new investors. Existing investors AlbionVC, F-Prime Capital, Eight Roads Ventures and Partech AG all participated. Oviva AG offers an evidence-based digital solution to stop the progression of reverse Type 2 diabetes and obesity-related conditions.
• Versantis AG, a clinical-stage biotech company developing disruptive therapies for rare liver and pediatric diseases, completed an oversubscribed CHF 16m Series B financing round. Swisscanto Invest by Zürcher Kantonalbank led the financing and was joined by Esperante Ventures and investiere, as well as new private investors.
• Biognosys AG, a Swiss proteomics company, with the ambition to enable clinical researchers to directly measure and quantify thousands of proteins from patient tissues in clinical trials by offering its next-generation label-free proteomics technology, raised new funds in a Series G financing round.
• ALENTIS Therapeutics AG, a Swiss-French biotech company developing novel therapeutics in advanced liver disease and cancer, completed a Series A financing round. ALENTIS Therapeutics AG’s lead program is a humanized monoclonal antibody against a target that plays a key role in the pathology of liver fibrosis and hepatocellular carcinoma (HCC). The Swiss venture capital firms BioMedPartners AG and BB Pureos Bioventures co-led the round and were joined by Bpifrance, Schroder Adveq and the German High-Tech Gründerfonds (HTGF).
• Polyneuron Pharmaceuticals AG, a developer of a new class of biodegradable glycopolymers for the treatment of autoimmune diseases, closed a CHF 22.5m Series A financing round. The round was led by Sofinnova Partners and co-led by New Enterprise Associates (NEA), with the participation of existing investors.

Selected debt transactions include:

• Lunaphore Technologies SA received approximately EUR 10m in financing from Norgine Ventures in the form of private bonds with warrants. Lunaphore Technologies SA has developed innovative chip technology for extracting spatial proteomic and genomic data from tumors, simplifying complex assays into multiplex spatial biology. Norgine Ventures is a subsidiary of Norgine, a European specialty pharmaceutical company.
• Kuros Biosciences AG entered into a convertible bond financing agreement with Nice & Green SA. This financing arrangement allows Kuros to draw funds in tranches over 12 months against issuance of convertible bonds. The bonds can be converted into equity by Nice & Green SA within a specified period.
• Arvelle Therapeutics International GmbH secured USD 180m in financing from a global syndicate of investors led by LSP, with participation from NovaQuest, BRV Capital Management, Andera Partners, and H.I.G. BioHealth Partners. This funding is intended to support Arvelle's exclusive rights to develop and commercialize cenobamate in Europe, which was acquired from Korean SK Biopharmaceuticals.

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 advise EraCal Therapeutics AG, established as a spin-off from the University of Zurich and Harvard University. The company is developing Era-107, an appetite modulator that has a more specific effect than previous drugs and therefore causes fewer side effects.
• 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, reverse listing and secondary offering). We have introduced eight major life sciences companies to the SIX Swiss Exchange or (with US counsel) to NASDAQ (market caps between CHF 320 and 1'500m) and have assisted in the secondary offering (deal values between CHF 40 and 400m). We are recognized 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:

• Oculis Holding AG, a global biopharmaceutical company, purposefully driven to save sight and improve eye care, listed its shares on Nasdaq after successfully closing the business combination between European Biotech Acquisition Corp. (“EBAC”). At closing, Oculis had a pro-forma enterprise value of approximately USD 220m and a cash balance exceeding USD 117m prior to payment of final transaction costs. Oculis also completed a follow-on public offering raising USD 40.25m in gross proceeds.
• Relief Therapeutics Holding SA completed a private placement of 1.5m shares and warrants, generating approximately CHF 5m in gross proceeds. Meanwhile, Relief entered into multiple private placements with institutional investors to support the development of RLF-100TM for severe COVID-19 patients.
• Bachem Holding AG conducted two accelerated bookbuilding processes, raising CHF 108.1m and CHF 583.5m by issuing new shares to finance capacity expansion and growth plans.
• Polyphor AG (SIX: POLN) and EnBiotix Inc., a privately held late clinical-stage rare disease company currently focused on products for rare, chronic respiratory diseases, have signed a merger agreement pursuant to which Polyphor AG acquires all of the outstanding capital stock of EnBiotix Inc. in exchange for shares of Polyphor AG common stock.
• Kuros Biosciences AG completed several rights offering and share placement, generating CHF 31m in gross proceeds to support the commercial rollout of MagnetOs and further clinical development of its product candidate Fibrin-PTH.
• Polyphor AG entered into an equity-linked financing arrangement with IRIS, raising up to CHF 19.3m over two years through the issuance of Polyphor shares.

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:

• Luciole Medical AG acquired Spiegelberg, a medical device company specializing in neurosurgery equipment.
• Medartis AG acquired KeriMedical, a company specializing in implants for hand and wrist surgery.
• Versantis AG, a private Swiss-based clinical stage biotechnology company focused on addressing the growing unmet medical needs in liver diseases was sold to Genfit SA (NASDAQ: GNFT). Deal terms include net proceeds from the potential sale of a Priority Review Voucher, if awarded by the FDA.
• Innov Ad N.V. acquired Herbonis AG and its subsidiaries, a Swiss competitor specializing in natural solutions for animal nutrition.
• Genfit SA acquired Versantis, a Swiss biotechnology company focused on liver diseases, with potential milestone payments and revenue-sharing agreements.
• ADVANZ PHARMA Switzerland Sàrl acquired the ex-US business of Intercept Pharmaceuticals.
• Alloy Therapeutics (Switzerland) AG acquired deepCDR Biologics, a developer of deep learning technology for antibody discovery.
• deepCDR Biologics, a Basel, Switzerland-based developer of deep learning technology for antibody discovery and optimization has been acquired by Alloy Therapeutics (Switzerland) AG, a biotechnology ecosystem company.
• Vifor Pharma Management AG  acquired Inositec AG, a company developing non-dialysis treatments for vascular calcification disorders.
• Novaremed AG expanded its pipeline through the acquisition of Metys Pharmaceuticals, adding non-opioid treatment candidates for chronic pain.
• The evitria Group was sold to Atlas Antibodies, a leader in transient CHO cell antibody expression.
• Relief Therapeutics Holding AG acquired APR Applied Pharma Research S.A. and AdVita Lifescience GmbH to enhance its pharmaceutical portfolio.
• Grünenthal Pharma AG acquired Mestex AG, a Swiss biotech company focusing on the treatment of knee osteoarthritis pain.
• Drägerwerk AG & Co. acquired a majority stake in STIMIT AG, a company working on non-invasive solutions for strengthening respiratory muscles.
• Boehringer Ingelheim acquired NBE-Therapeutics AG, a biotechnology company specializing in antibody-drug conjugates and cancer therapies.
• vVardis AG acquired credentis ag, a dental products company with innovative technology for dental repair.
• IMCD N.V. acquired DCS Pharma AG, a Swiss pharmaceutical distributor, through its Swiss subsidiary IMCD Switzerland AG.

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.

Recent examples include:

• Forty51 Ventures, a Biotech venture capital firm raised USD 43m in a first closing with a fund is domiciled in Luxemburg. VISCHER supported Forty51 Ventures, in particular, regarding the setting up of Forty51 Advisory Ltd, in Basel which renders advisory services to the Fund, Switzerland. Further services of VISCHER included advice on the regulatory requirements for promoting the Fund in Switzerland and on the Swiss tax aspects of the structure of Forty51 Ventures.
• Basel-based MTIP AG, a private equity firm focusing on digital health and connected medical device companies, has completed a first closing of EUR 130m for its second fund MTIP FUND II SCSp in Luxembourg. The European Investment Fund (EIF) joined as an anchor investor.

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.