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 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 act as legal advisor to T3 Pharmaceuticals AG, a Basel-based company focusing on immunoncology, in its second financing round of over 12M CHF with existing investors joined by Boehringer Ingelheim Venture Fund (BIVF) and Reference Capital SA.
• We advise Versantis, a clinical-stage biotech company developing disruptive therapies for rare liver and pediatric diseases, completed an oversubscribed CHF 16 million 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. Existing investors Redalpine HealthEquity, and Zürcher Kantonalbank Start-up Finance also participated in this round.
• We advise Biognosys, a Swiss proteomics company, realizing its 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. To accelerate this development, the company has raised new funds in Series G financing round. The financing round includes a new industrial investor, in addition to existing institutional and private shareholders.
• We advise Polyneuron Pharmaceuticals AG, a developer of a new class of biodegradable glycopolymers for the treatment of autoimmune diseases, in an oversubscribed CHF 22.5 million Series A financing. The round was led by Sofinnova Partners and co-led by New Enterprise Associates (NEA), with the participation of existing investors.
• We advise Anaveon, an immuno-oncology biotech, which has successfully concluded a Series A financing round led by Syncona, a UK Life Sciences fund, and joined by the Novartis Venture Fund. The company was founded with financing from BaseLaunch, the healthcare accelerator of BaselArea.swiss in December 2017 and in 2018 also raised additional seed money from the UZH Life Sciences Fund. Anaveon is developing a selective interleukin-2 receptor (IL-2 receptor) agonist to fuel a patient’s immune system to respond to tumors.
• We advise Oculis SA, a clinical-stage biopharmaceutical company developing next-generation topical ophthalmic treatments in Lausane, has successfully raised a further CHF 15.5 million in an extension of its Series B financing round bringing the total raised to CHF 35.5 million. The extension round was led by funds managed by Tekla Capital Management LLC and included Nan Fung Life Sciences, both new investors, as well as Oculis’ current investors.
• We advise  TransLink Capital, a leading US venture capital fund, has invested as lead investor in the Series A financing round of aktiia SA, Neuchâtel, a Swiss startup active in optical blood pressure monitoring., Corporate/M&A) and Gian-Andrea Caprez (Managing Associate, Corporate/M&A).
• 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 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. 

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 Alentis Therapeutics, a Swiss-French biotech company developing novel therapeutics in advanced liver disease and. ALENTIS’ 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). We advised Alentis on the formation, the technology transfer agreement with SATT Conectus and a series A financing of CHF 12.5 million.
• 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 acted on the capital increase of BACHEM HOLDING AG as transaction counsel. As a result of the capital increase, in which 400'000 new shares were issued, BACHEM (SIX: BANB) received gross proceeds of CHF 48 million. BACHEM is specialized in the process development and the manufacturing of peptides and complex organic molecules as active pharmaceutical ingredients (APIs), as well as innovative biochemicals for research purposes.
• We advise Kuros Biosciences AG (SIX:KURN) in a convertible bond financing agreement with Nice & Green SA for up to a maximum of CHF 5 million. The facility is provided by Nice & Green SA (N&G), a private Swiss company which specializes in financing solutions tailored to the requirements of listed growth companies in the biotech and cleantech industries. We also advised in a rights offering and share placement in which a total of 8,013,306 new registered shares of Kuros sourced from the ordinary and authorized share capital with a nominal value of CHF 1.00 each were offered at an offer price of CHF 2.50 per share. Total gross proceeds raised from the capital increase amount to CHF 16.1 million. With the gross proceeds raised in the capital increase, the commercialization of MagnetOs can be progressed as well as the phase 2 clinical study of the Company’s proprietary fibrin-PTH (KUR-113) product in spinal fusion can continue as planned.
• We advise Polpyhor in the financing by Novo REPAIR Impact Fund of CHF 6.8M through a capital increase. In addition, the fund has committed to make a project-based, royalty-bearing investment of CHF 4.7M in cash at the achievements of predefined milestones of the OMPTA antibiotic program and customary closing conditions.
• We advised CRISPR Therapeutics AG (Nasdaq:CRSP), a biopharmaceutical company focused on developing transformative gene-based medicines for serious diseases for Swiss law matters in a public offering of gross proceeds estimated to be approximately $200 million.
• 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.

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.

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.