All Recent Cases

17 January 2012 - ARYZTA AG closes placement of shares in the amount of approximately CHF 174 million

ARYZTA AG, a public Swiss nutrition company, has successfully placed 4.25 million new shares for approximately CHF 174 million through an accelerated book-building initiated and arranged by UBS AG.

Bär & Karrer acted as legal advisor to ARYZTA AG. The team included Rolf Watter, Thomas Reutter, Thomas Stoltz, Katja Roth Pellanda and Claudio Bazzi.

30 December 2011 - Bär & Karrer advises Apax Partners in its acquisition of Orange Communications SA

On 23 December 2011, Funds advised by Apax Partners announced that they have entered into an agreement to purchase 100 per cent of mobile phone operator Orange Communications SA from the France Telecom Group for approximately CHF 2 billion. The transaction, which is subject to the approval of the Swiss authorities, will be submitted to the Board of Directors of France Telecom for approval during January 2012.

Orange Communications SA is one of the leading mobile operators in Switzerland with 1.6 million customers and the highest average revenue per user in the market. In 2010, it reported revenues of CHF 1.3 billion.

Apax Partners is one of the world's leading private equity investment groups. It operates across the United States, Europe and Asia. Funds under the advice of Apax Partners total over $40 billion around the world.

Bär & Karrer, together with Simpson Thacher & Bartlett, acted as legal adviser to Apax Partners. The Bär & Karrer team is led by Rolf Watter and Thomas Rohde and includes Mani Reinert (merger control), Michele Bernasconi and Markus Schott (both regulatory), Manuel Annasohn and Katja Roth Pellanda (both M&A) and David Barst (financing).

19 December 2011 - Acino and Teva reach an agreement to complete acquisition of Mepha's production and R&D facilities and MENA/LATAM/Asian businesses

Acino Pharma AG ("Acino"), a wholly owned subsidiary of Acino Holding AG (SIX: ACIN), has signed an agreement with Teva Pharmaceutical Industries Ltd. to purchase the Middle Eastern, African, Latin American and Asian businesses from Mepha LLC, a wholly owned subsidiary of Teva, and certain other subsidiaries of Teva. The combined asset and share transaction includes the acquisition of the Mepha site in Aesch, with its production and R&D facilities and has an aggregated value of EUR 94 million.

Bär & Karrer acts as Swiss legal advisor to Acino. The Bär & Karrer team includes Thomas Reutter, Christoph Neeracher, Markus Wang (IP), Mani Reinert (Merger Control), Raoul Stocker (tax), Daniel Raun, Daniel Heiniger, Luca Jagmetti and Valentin Baltzer.

16 December 2011 - Bär & Karrer team successfully assists UEFA in a CAS arbitration case

In an award rendered on 15 December 2011, the Court of Arbitration for Sport ("CAS") confirmed that FC Sion/Olympique des Alpes SA ("FC Sion") shall not be reintegrated in the UEFA Europa League 2011/2012 and lifted the interim measures issued by State court (Tribunal cantonal of Vaud). Arbitration proceedings were initiated by UEFA. The dispute between the parties had arisen after FC Sion was sanctioned with forfeit defeats for having fielded non-eligible players in the play-off games of the UEFA Europa League 2011/2012. It is those forfeit decisions that are upheld by CAS.

In the CAS proceedings, UEFA was represented by Bär & Karrer and Me Ivan Cherpillod (partner at BMP Associés). The Bär & Karrer team included Saverio Lembo (lead counsel), Andrew Garbarski, and Vincent Guignet.

9 December 2011 - Transocean Ltd. closes placement of new shares in the amount of approximately CHF 1.1 billion

On 5 December 2011, the world's largest oil drilling contractor, Transocean Ltd., successfully closed the issuance of 29.9 million new shares to refinance, inter alia, the acquisition of Aker Drilling ASA which occurred in September 2011. Credit Suisse Securities (USA) LLC and Barclays Capital Inc. acted as Joint Book-Running Managers and Underwriters in the offering. The new shares were subscribed by Credit Suisse AG who also acted as settlement and listing agent.

Bär & Karrer acted as Swiss legal adviser to the underwriters and Credit Suisse AG. The team included Thomas Reutter, Daniel Raun, Daniel Heiniger, Dominik Fantoni as well as Michael Barrot (tax).

8 December 2011 - Mobimo successfully completes CHF 200 million rights offering

On 8 December 2011, Mobimo Holding AG (Mobimo), one of the leading real estate companies in Switzerland, successfully completed a CHF 200 million capital increase by way of a rights offering to its shareholders. The net proceeds of the rights offering will be used to finance Mobimo's further real estate development projects and to expand its real estate portfolio. The syndicate of banks comprised Bank Vontobel AG and Zürcher Kantonalbank acting as Joint Lead Managers and Reichmuth & Co and Kempen & Co N.V. acting as Co-Managers.

Bär & Karrer acted as transaction counsel to both the Joint Lead Managers and Mobimo. The team was led by Ralph Malacrida and Till Spillmann and comprised Daniel Heiniger, Michael Burkhardt and Michael Eitle.

1 December 2011 - Bär & Karrer team successfully assists TeliaSonera in ICC arbitration case

In an award rendered on 1 September 2011, an ICC arbitral tribunal ordered the Turkish Cukurova Holding to pay Sonera Holding (a subsidiary of TeliaSonera, and at the same time Turkcell's biggest shareholder) USD 932 million plus interest as damages for failure to deliver the outstanding shares in Turkcell Holding.
In 2005, the parties had signed a purchase agreement according to which Cukurova would transfer all of the outstanding Class B shares in Turkcell Holding to Sonera. Shortly after entering that agreement, Cukurova claimed to suffer financial difficulties. On 23 May 2005, it publicly announced that it would not proceed with the transaction. Arbitration proceedings were started by Sonera.

In two partial awards, the arbitral tribunal decided that the purchase agreement between the parties was binding and that Cukurova must deliver the shares in kind to Sonera Holding. In their final award, the arbitrators decided that Sonera was entitled to damages for Cukurova's breach of the agreement and for its failure to deliver the outstanding Turkcell shares.

In the ICC proceedings, Sonera Holding was represented by Sullivan & Cromwell LLP, Hergüner Bilgen Özeke Attorney Partnership, and Bär & Karrer. The Bär & Karrer team included Saverio Lembo and Tina Wüstemann.

30 November 2011 - Fluxys Buys Transitgas Gas Pipepline from Eni

Fluxys, the Belgian gas transmission system operator, and Eni, the Italian oil and gas group, closed a deal involving the purchase by Fluxys of Eni's interests in the gas pipelines of Transitgas (Switzerland) and TENP (Germany).

As far as the gas pipeline system in Switzerland is concerned Fluxys bought from Eni a 46% stake in Transitgas AG and 100% in Eni Gas Transport International SA ("Eni GTI"). Transitgas and Eni GTI own the pipeline and the transportation rights for the Swiss section of the gas pipeline linking Belgium and Netherlands to Italy. The purchase price for the acquisition of Transitgas and Eni GTI was close to CHF one billion.

Bär & Karrer acted as Swiss legal advisor to Fluxys. The Bär & Karrer team included Ralph Malacrida, Phyllis Scholl and Michele Bernasconi (energy), David Barst (finance), Mani Reinert (merger control) as well as Massimo Vanotti and Gilles Benedick (corporate).

15 November 2011 - Joint venture of INEOS and BASF SE

INEOS Industries Holdings Limited (INEOS) recently announced the completion of the 50/50 joint venture with BASF SE to combine their global business activities in styrene monomer, polystyrene, acrylonitrile butadiene styrene, styrene butadiene block copolymers and other styrene based copolymers as well as copolymer blends and compounds. The joint venture is called Styrolution and is expected to generate annual sales of more than EUR 5 billion. Slaughter and May advised INEOS Industries Holdings Limited (INEOS) as lead counsel.

Bär & Karrer advised INEOS on the Swiss law aspects in connection with the EUR 500 mio. global trade receivable securitization program for Styrolution. The team included the partners Peter Hsu and Eric Stupp as well as the associate Daniel Flühmann for the financing aspects and the partners Raoul Stocker and Daniel Bader for tax matters. Bär & Karrer further advised INEOS on the Swiss law aspects in connection with the issuance of EUR 480'000'000 7.625% Senior Secured Notes due in 2016 by Styrolution Group GmbH that are, amongst others, guaranteed and secured by the Swiss company Styrolution International AG. The team included partner Christophe Buchwalder as well as senior associate Ludivine Boisard.

11 November 2011 - Toyota Industries Corporation launches Public Tender Offer for all publicly held shares in Uster Technologies AG

On 7 November 2011, Toyota Industries Corporation (Kariya-shi, Japan) has entered into an agreement to purchase an additional stake of 21.88% shares in Uster Technologies AG from funds controlled by Groupe Alpha. The closing of this agreement is subject to conditions. On 8 November 2011, Toyota Industries pre-announced a public tender offer for all publicly held shares in Uster Technologies. The proposed transaction, including the purchase of Uster Technologies shares from Alpha, has an aggregate value of approximately CHF 230 million (approximately USD 256 million). Uster Technologies is the global market leader in textile quality control and is listed on the SIX Swiss Exchange.

The offer prospectus for the public tender offer is expected to be published on 19 December 2011.

Bär & Karrer acts as Swiss legal advisor to Toyota Industries. The Bär & Karrer team is led by Thomas Reutter and Dieter Dubs, and includes Claudio Bazzi, Kaspar Theiler, Fabienne Frehner and Adam El-Hakim.

4 November 2011 - Syngenta invests in Biognosys AG

Syngenta Ventures Pte Limited, member of the Syngenta Group, has closed a venture capital investment in the ETH spin-off Biognosys AG. Founded in 2008, Biognosys is leader in targeted proteomics mass spectrometry.

Bär & Karrer acted as legal advisor to Syngenta Ventures for the venture capital investment. The team included Christoph Neeracher, Michael Trippel (both M&A/VC), Markus Wang (IP) and Luca Jagmetti (M&A/VC).

26 September 2011 - Bank CA St. Gallen AG and swissregiobank AG have merged

The shareholders of Bank CA St. Gallen AG ("Bank CA") and of swissregiobank AG ("swissregiobank") have approved the merger of both institutions at their extraordinary meeting on 23 September 2011. The SIX listed Bank CA as the transferring company has ceased to exist and will be delisted on 29 September 2011. The shareholders of Bank CA will receive 1.1762 swissregiobank shares for each Bank CA share. The merged entity has changed its name to acrevis Bank AG.

Bär & Karrer has supported both banks in the planning and preparation of this merger. The team included Rolf Watter, Robert Waldburger, Peter Hsu, Katja Roth Pellanda, Eva Bilek, and Nadina Duss.

5 August 2011 - Computacenter acquires majority stake in DAMAX

Computacenter plc, Europe's leading independent provider of IT infrastructure services, has acquired a majority stake in the Swiss IT service provider DAMAX AG.

Bär & Karrer acted as legal advisor to Computacenter for the transaction. The team included Christoph Neeracher (M&A), Markus Wang (IP/IT), Luca Jagmetti, Daniele Lardi, Othmar Aeschi (all M&A) and Philippe Fuchs (IP/IT).

5 August 2011 - Levitronix sells medical business to Thoratec

Levitronix, headquartered in Massachusetts (USA) and Zurich (Switzerland), carried out a corporate restructuring and sold its medical business to Thoratec Corporation. The lead commercial product of Levitronix Medical is a blood flow pump used for short-term surgical support.

Bär & Karrer acted as Swiss counsel to Levitronix with respect to the restructuring and the sale of the medical business to Thoratec. The Bär & Karrer team included Ralph Malacrida (corporate), Raoul Stocker (tax), Markus Wang (IP), Thomas Stoltz (corporate), Birgit Urbons (corporate) and Michael Barrot (tax).

29 July 2011 - Successful Closing of USD 2.3 billion sale of Landis+Gyr to Toshiba

The owners of Landis+Gyr successfully closed the sale of 100% of the shares and other securities of the company to Toshiba Corporation for USD 2.3 billion.

With over 8,000 utility customers globally, Landis+Gyr has been a pioneer in creating leading-edge smart metering, networking and service products to meet the needs of the utility industry for more than 100 years. Toshiba acquired this capability and know-how, and intends to build the business as a stand-alone platform to offer utilities the most comprehensive product and solution set in the industry.

The sellers were advised by Bär & Karrer in the transaction. The team included partners Thomas U. Reutter and Christoph Neeracher, associates Harald Zeiter, Sten E. D. Rasmussen, Daniel Raun, Claudio Bazzi, Oliver Brupbacher and junior associate Gwendolin Bodemann.

12 July 2011 - ABB to acquire Trasfor

ABB has agreed to acquire the Trasfor Group, a leading manufacturer of dry-type transformers and inductors for low-voltage and medium-voltage applications.

The transaction is subject to customary regulatory approvals. The closing is expected to be completed during the second half of this year.

The Trasfor Group, based in Lugano, generated revenues of about $ 130 million in 2010 with about 380 employees.

Bär & Karrer acts as legal advisor to the sellers for the transaction. The team is led by Paolo Bottini (M&A) and includes Gilles Benedick (M&A), Mani Reinert (Merger Control) and Edoardo Buzzi (M&A).

11 July 2011 - Alpin Cargo takes over the Freight Business of Matterhorn Gotthard Bahn

Alpin Cargo takes over the freight business of Matterhorn Gotthard Bahn and Gornergrat Bahn. The two railway companies will focus on their core competences of providing railway transportation services.

Alpin Cargo was advised by Bär & Karrer. The team included Christoph Neeracher, Luca Jagmetti and Oliver Brupbacher (all M&A).

23 June 2011 - ENEL closes CHF 150 Million 2.00% Notes Issue and CHF 100 Million 3.00% Notes Issue

ENEL Finance International N.V. successfully raised financing through placements of CHF 150 Million 2.00% notes and CHF 100 Million of 3.00% notes. Both notes issuances are guaranteed by ENEL S.p.A. Credit Suisse acted as Lead Manager.

Bär & Karrer has acted as Swiss legal counsel to ENEL in the issuance and placement of the notes. Linklaters Milan acted as international counsel to ENEL. Till Spillmann led the transaction on the part of Bär & Karrer.

21 June 2011 - Swiss Prime Site closes CHF 190.35 Million 1.875% Convertible Bond Issue

Swiss Prime Site AG (the "Issuer") successfully raised financing through a placement of CHF 190.35 Million 1.875 % Convertible Bonds (the "Bonds"), convertible into registered shares of the Issuer. The Bonds were priced with a coupon of 1.875 % and a conversion premium of 15% to the volume weighted average price on the day of launch. Credit Suisse and UBS Investment Bank acted as joint bookrunners in this transaction (the "Joint Bookrunners"). The Joint Bookrunners have exercised their overallotment option in full, increasing the total issue size of the Bonds to CHF 190.35 Million.

Bär & Karrer has acted as legal transaction counsel in the issuance and placement of the Bonds. The team comprised Thomas U. Reutter, Sten E. D. Rasmussen, Daniel Raun, Annette Weber, Gwendolin Bodemann as well as Michael A. Barrot (Tax).

9 June 2011 - Metso purchases the shredding business from BP Recycling Systems

Metso Denmark A/S has purchased the shredding business from BP Recycling Systems GmbH and its owner. Under the terms of the asset purchase agreement, Metso purchased intellectual property and inventory specific to the shredding business as well as an option to buy further assets relating to sellers' briquetting and pelletizing business.

Bär & Karrer acted as legal advisor to Metso for the transaction. The team included Christoph Neeracher (M&A), Markus Wang (IP), Daniel Bader (Tax), Luca Jagmetti and Philippe Seiler (both M&A).

9 June 2011 - Habas Group sells one of its Swiss Real Estate Companies

On 31 May 2011, Habas Group sold one of its Swiss real estate companies, Habas Swiss Investments AG III, with retail space of more than 7000m2 in the Cantons of Zurich and Berne. The Habas Group is a leading real estate company with offices in Tel Aviv, Amsterdam and New York.

Habas has been advised by Bär & Karrer AG. The team included Eric Stupp, Corinne Bühler and Daniel Bader (Tax).

9 June 2011 - Swiss Re Ltd. announces successful completion of its 1:1 exchange offer

On 9 June 2011, Swiss Re Ltd. ("SRL"), a leading global reinsurer, announced the successful completion of its 1:1 exchange offer for the shares in Swiss Reinsurance Company Ltd. ("SRZ") and reported a total holding of more than 98% of shares in SRZ. SRL will now file a request with the competent court to invalidate the remaining SRZ shares.

Bär & Karrer acted as external legal adviser to SRL. The team was led by Rolf Watter, Robert Waldburger (Tax), Thomas Reutter, Dieter Dubs and further included Katja Roth Pellanda, Sten Rasmussen and Daniel Raun.

25 May 2011 - Bär & Karrer team successfully represents Areva in high profile ICC arbitration

An ICC tribunal chaired by Dutch arbitrator Albert Jan van den Berg has ordered German conglomerate Siemens to pay French energy company Areva SA an amount of EUR 648 million for breaching a nuclear joint venture agreement. In 2009, Siemens had sold its 34 per cent stake in joint venture company Areva NP - the world's biggest maker of nuclear reactors - to its French partner, and announced it was in negitiations with Rosatom, a Russian state-owned company, to set up a rival venture. Siemens must now pay back nearly half of the money from the sale after van den Berg and his co-arbitrators Pierre Tercier (appointed by Siemens) and Pierre-Yves Tschanz (appointed by Areva) accepted Areva's claim that the talks with Rosatom were a breach of a non-compete clause in the joint venture agreement. In addition, Siemens remains bound by the non-compete for four years.

In the ICC proceedings, Areva was represented Gide Loyrette Nouel (Paris) and Bär & Karrer. The B&K team included Daniel Hochstrasser, Cédric Chapuis and Karin Beyeler.

24 May 2011 - Sale of Landis+Gyr to Toshiba

The owners of Landis+Gyr have signed a securities purchase agreement on 100% of the shares and other securities of the company, which will be acquired by Toshiba Corporation for USD 2.3 billion. The transaction is expected to close in the third quarter of 2011. With over 8,000 utility customers globally, Landis+Gyr has been a pioneer in creating leading-edge smart metering, networking and service products to meet the needs of the utility industry for more than 100 years. Toshiba is acquiring this capability and know-how, and intends to build the business as a stand-alone platform to offer utilities the most comprehensive product and solution set in the industry.

The sellers are advised by Bär & Karrer in the transaction. The team includes Thomas U. Reutter, Harald Zeiter, Daniel Raun, Oliver Brupbacher and Gwendolin Bodemann.

20 May 2011 - Kuoni Travel Holding Ltd. closes financing of its acquisition of Gulliver's Travel Associates

Kuoni Holding Travel Ltd. has closed the financing of the acquisition of Gulliver's Travel Associates (GTA) on 12 May 2011. Kuoni has become one of the leading global providers of online destination management services upon consummation of this acquisition. The acquisition was funded by credit facilities in the amount of CHF 600 million, a rights offering in the amount of CHF 257 million and available cash reserves. Credit Suisse acted as lead manager and sole bookrunner in the rights offering and as arranger of the credit facilities.

Bär & Karrer acted as legal adviser to Credit Suisse in this transaction. The team was led by Thomas Reutter (equity) and Ralph Malacrida (debt) and included Harald Zeiter, Till Spillmann, Daniel Raun, Markus Jäger, Pascal Rüedi and Annette Weber.

20 April 2011 - Syngenta has consummated the sale of its materials protection business to Lanxess

Syngenta Crop Protection AG has consummated the sale of its materials protection business to Lanxess Deutschland GmbH agreed upon earlier this year. Under the terms of a complex asset purchase agreement, Lanxess purchases intellectual property, registrations and regulatory data specific to materials protection.

Bär & Karrer acted as legal advisor to Syngenta for the transaction. The team included Christoph Neeracher (M&A), Markus Wang (IP), Mani Reinert (Merger Control), Luca Jagmetti and Philippe Seiler (both M&A).

6 April 2011 - Swiss Federal Supreme Court dismisses action of Unia against Borregaard Schweiz AG

In its judgment of 17 March 2011 (4A_483/2010) the Swiss Federal Supreme Court dismissed an action of Gewerkschaft Unia (largest labour union in Switzerland) against Borregaard Schweiz AG concerning alleged breaches of the statutory duties of the employer during mass dismissals. The action was aimed at obtaining a landmark decision on various controversial issues concerning the legal provisions governing mass dismissals. The judgment, which was rendered by a bench of five judges, as is the case for legal issues of fundamental importance, is final. The written grounds for the decision are not yet available.

Borregaard (Schweiz) AG was represented in the court proceedings by Matthew Reiter, head of Bär & Karrer's litigation practice group. A team led by Urs Brügger advised Borregaard (Schweiz) AG during the mass dismissal.

4 April 2011 - Swiss Life AG closes placement of a CHF 325 million hybrid bond issuance

Swiss Life AG is optimizing its capital structure through the placement of CHF 325 million subordinated perpetual bonds, guaranteed on a subordinated basis by Swiss Life Holding AG. The bonds were priced with a coupon of 5.25% for the initial 5½ year period until the first call date. UBS AG, Credit Suisse AG and Deutsche Bank AG London Branch, acting through Deutsche Bank AG Zurich Branch act as joint lead managers on this transaction and Zurich Cantonalbank as co-lead manager.

Bär & Karrer acts as legal counsel to Swiss Life AG on the issuance and placement of the bonds. The team includes Thomas U. Reutter, David Barst, Sten Rasmussen and Daniel Raun.

31 March 2011 - Takeover of Süd-Chemie AG by Clariant AG

At the Annual General Meeting of Clariant AG the shareholders voted in favour of a capital increase which clears the way for a takeover of more than 95 percent of the shares in Süd-Chemie AG, Munich, Germany. Part of the EUR 2 billion transaction will be completed in the form of a share swap with Süd-Chemie's long-standing shareholders.

Bär & Karrer acted as Swiss legal counsel to Süd-Chemie AG and its long-standing shareholders. The Bär & Karrer team included Felix R. Ehrat, Ralph Malacrida and Till Spillmann.

7 March 2011 - Sale of Astrada AG to STRABAG SE

The owner of Astrada AG has signed a share purchase agreement on 100% of the shares of the company which will be acquired by Austrian STRABAG SE. The parties have agreed to keep confidential the conditions of this transaction, which is expected to close in March 2011.

Astrada AG is a long-established construction company, active mainly in the Cantons of Solothurn and Berne. The sale has been made in line with the succession planning of the sole owner of company's shares.

The seller has been advised by Bär & Karrer in the transaction. The team included Michael Trippel and Felix Kappeler.

7 March 2011 - Sale of Brunner Erben Holding AG to STRABAG SE

The owner of Brunner Erben Holding AG has signed a share purchase agreement on 100% of the shares of the company which will be acquired by Austrian STRABAG SE. The parties have agreed to keep confidential the conditions of this transaction, which is expected to close in April 2011.

Brunner Erben Holding AG is a long-established construction company, active mainly in the Zurich Area and the Eastern part of Switzerland. The sale has been made in line with the succession planning of the sole owner of the company's shares.

The seller has been advised by Bär & Karrer in the transaction. The team included Michael Trippel and Felix Kappeler.

1 March 2011 - Syngenta sells its material protection business to Lanxess

Syngenta Crop Protection AG has signed an agreement to divest its Materials Protection business to Lanxess Deutschland GmbH. Under the terms of the agreement, Lanxess purchases intellectual property, registrations and regulatory data specific to materials protection. The transaction is expected to close in April 2011.

Bär & Karrer acts as legal advisor to Syngenta for the transaction. The Bär & Karrer team includes Christoph Neeracher (M&A), Markus Wang (IP), Mani Reinert (Merger Control), Luca Jagmetti, Philippe Seiler and Alexander Blaeser (all M&A).

17 February 2011 - Swiss Re announces creation of new corporate holding structure

On 17 February 2011 Swiss Re, a leading global reinsurer, announced the creation of a new corporate holding structure aligned to meet its strategic priorities. This structure will be achieved through a public exchange offer of the newly created holding company. The offer prospectus is expected to be published on 31 March 2011.

Bär & Karrer acted as external legal adviser to the planning of this transaction and will assist in its execution. The team was led by Rolf Watter (overall lead, structure and governance), Robert Waldburger (tax structuring), Thomas Reutter (capital market aspects), Dieter Dubs (exchange offer) as well as Peter Hsu and Stephanie Comtesse (regulatory and fund-related aspects) and further included Katja Roth Pellanda, Harald Zeiter and Sten Rasmussen.

10 February 2011 - Acquisition of Banque Safdié by Bank Leumi

Bank Leumi signed an agreement with the owners of Banque Safdié, a privately held Swiss private bank in Geneva, according to which it will acquire the entire share capital of the bank. The basic consideration (before adjustments) will be composed of the Net Asset Value of the bank being acquired plus a multiple of the banks's assets under management at closing, such that the total consideration is estimated at CHF 177 million, based on the bank's current figures.

Bank Leumi plans to combine the private banking activities of Bank Leumi Switzerland and those of Banque Safdié under one roof, which will strengthen Bank Leumi Switzerland with assets under management of ca. CHF 10 billion. Bank Leumi is listed on the Tel Aviv Stock Exchange and is one of the largest banking groups in Israel.

Bär & Karrer acted as Swiss legal advisor to Bank Leumi. Goldman Sachs acted as financial advisor, Kantor, Elhanani, Tal & Co as Israeli legal advisor and by the accounting firm PricewaterhouseCoopers. The core Bär & Karrer team included Eric Stupp, Rashid Bahar and Harald Zeiter.

30 January 2011 - Gruppo Banca Leonardo acquires Sal. Oppenheim jr. & Cie. Corporate Finance (Switzerland) Ltd.

Gruppo Banca Leonardo, a leading independent European investment bank and wealth manager headquartered in Milan/Italy, has agreed to acquire for an undisclosed purchase price Sal. Oppenheim jr. & Cie. Corporate Finance (Switzerland) Ltd., one of Switzerland's leading corporate finance advisory firms. The transaction is subject to the approval by the Bank of Italy.

Bär & Karrer acts as legal advisor to Gruppo Banca Leonardo.  The Bär & Karrer team includes Felix R. Ehrat, Michael Trippel, Luca Jagmetti and Othmar Aeschi (all M&A) as well as Peter Reinarz and Elisa Antonini (Tax).

19 January 2011 - ALSO Holding AG and Actebis GmbH to Merge

On 13 January 2011 it was announced, that Actebis GmbH ("Actebis") and the publicly listed ALSO Holding AG ("ALSO") are to combine their businesses, subject to approval of the ALSO shareholders at the extraordinary shareholders' meeting of 8 February 2011. The new company, ALSO-Actebis Holding AG, will be domiciled in Hergiswil, Switzerland. With a turnover of around CHF 10 billion, ALSO-Actebis will be Europe's third-largest distribution and logistics company for information and communications technology and consumer electronics. Special Distribution Holding GmbH ("SDH"), a subsidiary of Droege International Group AG, Düsseldorf/Germany ("Droege") and Schindler Holding AG, the main shareholders of Actebis and ALSO respectively, signed the merger contract on 12 January 2011. Furthermore the parties have signed a shareholders' agreement which defines their interest in ALSO-Actebis and its Corporate Governance.

Bär & Karrer acted as Swiss legal advisor to SDH and Droege in this transaction. The Bär & Karrer team included Thomas U. Reutter, Christoph Neeracher, Sten E. D. Rasmussen and David Barst.

10 January 2011 - Sale of Swiss-Photonics AG by BAE Systems

BAE Systems has sold its Swiss-Photonics AG group to Forensic Technology WAI Inc.

BAE Systems has been advised by Bär & Karrer in the transaction. The team included Michael Trippel and Felix Kappeler.

24 December 2010 - Renova Restructuring and Refinancing

On 22 December 2010, Renova Group successfully closed a refinancing transaction by which it restructured and refinanced certain of its holdings and debts in an aggregate amount of CHF 2 billion. As part of the transaction, Renova Group entered into a new strategic long term collateralised loan agreement and consolidated its holdings in OC Oerlikon Corporation AG, Pfäffikon and Sulzer AG which are now held through a Swiss group company.
Bär & Karrer acted as Swiss legal advisor to Renova Group.

The Bär & Karrer team included Ralph Malacrida, Till Spillmann and David Barst.

15 December 2010 - Board of Directors of Novartis approves merger agreement with Alcon

The Board of Directors of Novartis approved today the merger agreement with Alcon for a consideration totaling USD 12.9 billion. The 23% public Alcon shareholders (Novartis already holds 77% of this NYSE-listed Swiss company) will receive on completion of the merger for each Alcon share up to 2.8 Novartis shares and a cash-settled put option. The pricing mechanism is defined in a way to assure that Alcon shareholders receive a value of USD 168 per Alcon share.

Alcon is the world's largest and most profitable eye care company with more than 15,500 employees in 75 countries and 2009 annual sales of USD 6.5 billion, operating income of USD 2.3 billion and net income of USD 2.0 billion. Alcon offers pharmaceutical, surgical and consumer eye care products to treat diseases, disorders and other conditions of the eye.

Bär & Karrer assisted Novartis in planning and executing this going private transaction structured for the first time in the form of a Swiss merger, using a novel price cap/collar mechanism. The Bär & Karrer team was led by Rolf Watter and included Urs Kägi and Charlotte Wieser.

13 December 2010 - Johnson & Johnson Launches Recommended Public Offer to Acquire Crucell

13 December 2010 - Johnson & Johnson and Crucell N.V.(Crucell) announced that Johnson & Johnson, through its newly formed indirect wholly owned subsidiary, JJC Acquisition Company B.V., is making a recommended cash offer for all of the issued and outstanding ordinary shares (Ordinary Shares) in the capital of Crucell, including all Ordinary Shares represented by American depositary shares (ADSs), each ADS representing one Ordinary Share at an offer price of €24.75 per Share (the Offer). Crucell has a secondary listing on the SIX Swiss Exchange. Johnson & Johnson and Crucell announced the merger agreement whereby Johnson & Johnson, through an affiliate, would acquire all outstanding equity of Crucell that it did not already own in a recommended cash tender offer on 6 October 2010.

Bär & Karrer advised Johnson & Johnson on Swiss law aspects of the Offer. The team included Felix R. Ehrat, Thomas U. Reutter, Sten E. D. Rasmussen, Felix Kappeler (all corporate) and Michael A. Barrot (tax).

6 December 2010 - 3M (Schweiz) AG launches a Public Tender Offer for all publicly held shares in Winterthur Technologie AG

On 6 December 2010, 3M (Schweiz) AG, a subsidiary of 3M Company (Minnesota, USA), has pre-announced a public tender offer for all publicly held shares in Winterthur Technologie AG. The proposed transaction has an aggregate value of approximately USD 448 million. Winterthur is a leading global supplier of precision grinding technology serving customers in the growing area of precision applications in industrial, automotive, aircraft, and cutting tools and is listed at SIX Swiss Exchange. The offer prospectus for the public tender offer is expected to be published on 22 December 2010.

Bär & Karrer acts as Swiss legal advisor to 3M. The Bär & Karrer team includes Rolf Watter, Dieter Dubs and Charlotte Wieser.

2 December 2010 - Shareholders meeting of ARYZTA AG in Toronto, Canada

As a novelty for Swiss SIX-listed companies, ARYZTA AG held its annual shareholder meeting abroad, in Canada.

Bär & Karrer assisted ARYZTA AG in planning this meeting and defining the legal framework within which such a venue can be used while respecting the shareholders rights to ask questions and follow the meeting via webcast. The Bär & Karrer team included Rolf Watter and Katja Roth Pellanda.

17 November 2010 - Peach Property Group AG successfully completes Initial Public Offering

Peach Property Group AG ("Peach") was listed on the SIX Swiss Exchange according to the Main Standard on 12 November 2010. Peach specialises in developing luxury and ultra luxury urban and holiday homes as well as commercially used real estate properties in the German-speaking part of Europe. In the IPO, 1,725,000 newly issued shares and 289'000 secondary shares (excluding the Over-Allotment Option) were offered at the offer price of CHF 32 to investors. Based on the opening price of CHF 33, Peach was valued approximately CHF 160 million on the first day of trading. Bank am Bellevue AG acted as Global Co-ordinator, Sole Bookrunner Lead Manager.

Bär & Karrer advised the Lead Manager in this IPO. The Bär & Karrer team was led by Ralph Malacrida and Till Spillmann and included Markus Jäger, David Barst and Daniel Lehmann (tax).

7 October 2010 - Acquisition of PregLem Holding by Gedeon Richter

Bär & Karrer advised Gedeon Richter Plc in the acquisition of PregLem Holding SA, a privately held Swiss biopharmaceutical company focused on the treatment of gynaecological conditions and infertility. Richter is a leading multinational pharmaceutical company headquartered in Budapest, Hungary. The acquisition has completed and Richter now owns 100% of PregLem's equity. The acquisition values PregLem at up to CHF445 million.

The Bär & Karrer team included Ralph Malacrida (M&A), Till Spillmann (M&A), Markus Schott (M&A), Markus Wang (IP) and Mani Reinert (merger control).

5 October 2010 - Orascom Development Holding AG successfully completes rights offering

On 4 October 2010, Orascom Development Holding AG ("Orascom"), a leading developer of fully integrated towns, completed a CHF 185 million capital increase by way of a rights offering to its shareholders and holders of Egyptian Depositary Receipts. The net proceeds of the offering will be used to fund Orascom's development projects and for general corporate purposes. The syndicate of banks comprised Credit Suisse, Deutsche Bank and UBS Investment Bank acting as Joint Lead Managers and Joint Bookrunners.
Bär & Karrer acted as Swiss legal adviser to Orascom. The team included Thomas U. Reutter, Sten E. D. Rasmussen, Harald Zeiter and Claudio Bazzi.

31 August 2010 - Sale of Sulzer's Real Estate Portfolio to Implenia

Bär & Karrer has advised Sulzer on the sale of its operationally non-essential real estate portfolio and development unit to Implenia. The sale was structured as a share deal and involved some 400,000 sqm of land in industrial and central as well as agricultural zones, including 230,000 sqm of land situated at attractive locations with development potential on the Sulzer sites in central Winterthur and Oberwinterthur. The transaction is scheduled to be completed by October 2010.

The Bär & Karrer team included Corrado Rampini (M&A, Real Estate), Markus Jäger (Real Estate) and Mani Reinert (Merger Control).

27 August 2010 - Sale of all shares in AV Amera Vermögensbeteiligungs AG

Bär & Karrer has advised the founders of AV Amera Vermögensbeteiligungs AG (Switzerland) on their sale of all shares in the company to Amera Payment Systems AG, a Swiss company controlled by Auctus Capital Partners (Germany) and Opportunity Beteiligungs AG (Austria).

In the course of the transaction, sellers have re-invested in the Amera Group by acquiring a minority participation. The Amera Group develops and provides high quality payment products and systems as well as related services for international, mainly governmental clients.

The transaction was closed on 16 July 2010. The Bär & Karrer team included Christoph Neeracher (M&A), Corrado Rampini (Transaction Financing), Daniel Lehmann (Tax), Felix Kappeler (Notary), Daniele Lardi, Oliver M. Brupbacher and Alexander Blaeser (all M&A).

27 August 2010 - Sale of minority participation in zahnarztzentrum.ch Holding AG by the founders

Bär & Karrer has advised the founders of zahnarztzentrum.ch Holding AG on their sale of a minority participation in the company to G Square Capital, a private equity firm domiciled in Paris.

zahnarztzentrum.ch Holding AG is a leading provider of dentistry services in German-speaking Switzerland, currently operating ten dental centers under its brand "zahnarztzentrum.ch", offering the full range of dentistry services to its patients(www.zahnarztzentrum.ch).

The transaction was closed on 13 July 2010. The Bär & Karrer team included Christoph Neeracher (M&A), Daniel U. Lehmann (Tax), Simon Meyer, Alexander Blaeser and Philippe Seiler (all M&A).

25 August 2010 - Novartis AG completes acquisition of 52% stake in Alcon Inc. for USD 28.3 billion

On 25 August 2010, Novartis AG has completed the purchase of 52 percent of the shares in Alcon Inc. from Nestlé SA for a consideration of USD 28.3 billion, exercising its call option provided for in the agreement, concluded between Novartis AG and Nestlé in April 2008. With the acquisition of the additional stake, Novartis AG now holds a total of 77 percent of the shares in Alcon Inc.

Bär & Karrer acted as Swiss legal adviser to Novartis AG. The team included Rolf Watter, Charlotte Wieser, Urs Kägi and Georg Frey (all M&A/corporate). Allen & Overy New York advised Novartis AG as to US and international competition law.

19 August 2010 - SGS AG closes CHF 550 million Bond Issue

SGS AG successfully raised financing through the placement of a CHF 550 million bond issue. The bonds were priced with a coupon of 1.875% and have a maturity of 6 years. Zürcher Kantonalbank and UBS AG acted as joint lead managers on this transaction.

SGS AG has been advised by Bär & Karrer. The team included Thomas U. Reutter, Ariane Riedi Wirth and Ariane Ernst.

6 August 2010 - Sale of Diners Club Card Issuing Business in Switzerland and Germany by Citibank

On 6 August 2010, Citibank has sold its Diners Club Card Issuing Business in Switzerland and Germany to a group of private investors led by the CEO for both countries, Anthony J. Helbling.

Citibank was advised by Bär & Karrer and WilmerHale. The Bär & Karrer Team included Cédric Chapuis and Thomas Stoltz.

29 July 2010 - KKR completes successfully its acquisition of a minority stake in the Wild Group

Kohlberg Kravis Roberts & Co. Ltd. ("KKR") has completed its acquisition of a minority stake in the newly founded Swiss holding company of the Wild Group, with Dr. Hans-Peter Wild still holding the remaining stake. Domiciled in Zug, Switzerland, the new holding company holds interests inter alia in Rudolf Wild GmbH & Co. KG, Eppelheim, Germany, WILD Affiliated Holdings Inc., Erlanger, Kentucky (USA) and the Swiss assets previously owned by Dr. Wild. The Wild Group is one of the world's leading producers of natural ingredients to the food and beverage industry.

Bär & Karrer acted as Swiss legal adviser to KKR advising on Swiss corporate law matters and on the implementation of the corporate governance structure of the new holding company. Clifford Chance, Frankfurt acted as international counsel to KKR. The team of Bär & Karrer included Felix R. Ehrat, Sten E. D. Rasmussen (both M&A/Corporate), Thomas Stoltz, Felix Kappeler and Gino Lohri (Notarial Services and M&A/Corporate).

22 July 2010 - Cobra Service Network SA closes CHF 121.9 million capital increase

Cobra Service Network SA, Lugano, successfully completed an increase of capital of the company by the shareholders Cobra Automotive Technologies SpA and Tracker Investment Holdings (Pty) Limited.

Cobra Automotive Technologies SpA, Varese, Italy, a leading company in the field of security and safety solutions for the automotive industry, transferred its location based service business by way of a contribution in kind of the company's shareholdings in Cobra Italy SpA, Cobra Telematics SA, Cobra UK Ltd and Cobra France SAS to Cobra Service Network SA in exchange of 30'000'000 new shares of Cobra Service Network SA. Subsequently, Tracker Investment Holdings (Pty) Ltd., South Africa, subscribed 7'525'000 new shares of Cobra Service Network SA for cash.

Bär & Karrer acted as tax and legal transaction counsel for Cobra Service Network SA, taking care also of the notarial activity. The team included Paolo Bottini, Massimo Vanotti, Edoardo Buzzi and Bernhard Heusser.

22 July 2010 - UniCredit S.p.A. sells UniCredit (Suisse) Bank SA in a management buy-out

UniCredit S.p.A., Torino, and the management of UniCredit Private Banking S.p.A., Lugano, have signed an agreement concerning the sale of the entire shareholding in UniCredit (Suisse) Bank SA to the management. The deal was financed by the Banca dello Stato del Canton Ticino.

UniCredit S.p.A. is advised by Bär & Karrer. The team includes Paolo Bottini, Charlotte Wieser, Andrea Gamba and Edoardo Buzzi.

15 July 2010 - Tecan sells sample management business to NEXUS Biosystems

Tecan Group and NEXUS Biosystems, Inc. have signed an agreement concerning the sale of REMP AG, a wholly-owned subsidiary of Tecan, as well as other related assets. Under this agreement, NEXUS will acquire all activities of Tecan's Sample Management business segment.

Tecan Group has been advised by Bär & Karrer. The team included Ralph Malacrida, Till Spillmann and Mani Reinert.

12 July 2010 - ARYZTA AG purchased Fresh Start Bakeries, partially financed through a placement of shares worth USD 140 million.

ARYZTA AG, a public Swiss nutrition company, has signed an agreement to acquire the American Fresh Start Bakeries for a total consideration of USD 900 million. This acquisition closed on 9 July 2010 and is financed through bank facilities, debt and ARYZTA shares. On 18 June, ARYZTA AG has successfully placed 3.3m new shares for approximately USD 120 million through a private offering initiated and arranged by UBS. A further 0.5m new shares were issued to certain Fresh Start Bakeries management members as equity consideration.

Bär & Karrer acted as Swiss legal advisor to ARYZTA AG. The team included Rolf Watter, Katja Roth Pellanda and Ariane Riedi Wirth.

1 July 2010 - Habas Swiss Investments AG sells Commercial Real

On 1 July 2010, Habas Swiss Investments AG sold a commercial real estate property with office and retail spaces of 7'000m2 to a Swiss institutional investor for more than CHF 50 mio. Habas Swiss Investments AG belongs to Habas Group, a leading real estate company, listed in Tel Aviv, Israel.

Habas has been advised by Bär & Karrer. The team included Eric Stupp, Markus Jäger, Delphine Pannatier Kessler and Michael Barrot (tax).

30 June 2010 - Mobimo Holding AG closes CHF 175 million 2.125% Convertible Bond Issue due 2014

Mobimo Holding AG (the "Issuer") successfully raised financing through a placement of CHF 175 million Convertible Bonds due 2014 (the "Bonds"), convertible into shares of the Issuer. The Bonds were priced with a coupon of 2.125% and a conversion premium of 13% to the volume weighted average price of the shares on the day of launch. UBS AG acted as lead manager and sole bookrunner on this transaction and Bank Vontobel AG, Zürcher Kantonalbank and Reichmuth & Co acted as co-managers.

Bär & Karrer has acted as legal transaction counsel on the issuance and placement of the Bonds. The team included Thomas U. Reutter, Ralph Malacrida, Ariane Riedi Wirth, Till Spillmann and Harald Zeiter.

1 June 2010 - Swiss Prime Site Group sells Jelmoli Bonus Card Ltd.

On 28 May 2010, the Swiss Prime Site group sold its 72.5% stake in the credit card company Jelmoli Bonus Card Ltd. to the Valartis group, which previously owned a 27.5% stake in Jelmoli Bonus Card Ltd. Jelmoli Bonus Card Ltd. was part of the Jelmoli group, which has been acquired by Swiss Prime Site AG last year.

The Swiss Prime Site group has been advised by Bär & Karrer. The team included Christoph Neeracher, Thomas U. Reutter, Markus Wang (IP), Ariane Riedi Wirth, Daniele Lardi, Ariane Ernst and Philippe Seiler.

7 May 2010 - Petroplus Holdings Ltd places new shares in the amount of approximately CHF 151 million

On 5 May 2010, Petroplus Holdings Ltd successfully placed 8,650,000 new shares in the amount of approximately CHF 151 million. The shares had been underwritten by a syndicate of banks, comprising Morgan Stanley, Credit Suisse (as Joint Global Co-ordinators and Joint Bookrunners) as well as BNP Paribas, Deutsche Bank, ING, Nomura International, Société Générale and UBS Investment Bank (Co-Bookrunners).

Bär & Karrer acted as Swiss legal adviser to Petroplus Holdings Ltd. The team included Michael Trippel, Ariane Riedi Wirth and Felix Kappeler.

6 May 2010 - Orior AG successfully completes Initial Public Offering

In Switzerland's first initial public offering (IPO) since May 2008, Orior AG ("Orior" or the "Company") was listed on the SIX Swiss Exchange on 22 April 2010 and on 5 May 2010 the Company was informed that the Over-Allotment Option has been exercised in full. The Company is a broadly anchored Swiss fresh food company and leader in meat processing and the distribution of convenience foods, including vegetarian delicacies. In the IPO, 1,675,000 newly issued shares and 2,263,750 secondary shares (including the Over-Allotment Option) held by the existing shareholder Capvis were offered to investors. Based on the offer price of CHF 48, the Company was valued approximately CHF 284 million on the first day of trading. A banking syndicate led by Credit Suisse AG as Global Co-ordinator and Bookrunner and Bank Vontobel and Zürcher Kantonalbank as Co-Lead Managers assisted in this transaction.

Bär & Karrer advised the banking syndicate in this IPO. The team included Thomas U. Reutter, Sten E. D. Rasmussen and Flavio Lardelli (all corporate) as well as Michael Barrot (tax).

6 May 2010 - Cytos Biotechnology Ltd sells platform technology for the identification of monoclonal antibodies

Cytos Biotechnology Ltd, a public Swiss biotechnology company specializing in the discovery, development and commercialization of Immunodrugs, announced the sale of its platform technology for the identification of monoclonal antibodies to Intercell AG. The technology is based on expression cloning of monoclonal antibodies from human B-cells and enables the identification of anti-infective antibodies to prevent and treat infectious diseases.

Bär & Karrer acts as legal counsel of Cytos Biotechnology Ltd. The team includes Michael Trippel (M&A), Markus Wang (IP) and Thomas Rohde (M&A).

28 April 2010 - Herkules Private Equity Fund III acquires Odlo Sports Group AG

Herkules Private Equity Fund III has signed an agreement to acquire 100% of the shares of Odlo Sports Group AG. Closing of the transaction is expected to take place in June 2010. Odlo was founded in 1946 and is a Swiss based designer, manufacturer and distributor of functional sports clothing. Herkules consists of three funds, with a total capital base of CHF 2,3 billion in committed capital from Norwegian and international investors.

Bär & Karrer acts as international lead adviser to Herkules. The team includes Rolf Watter, Christoph Neeracher, Charlotte Wieser (all M&A), Corrado Rampini (financing), Mani Reinert (merger control), Daniel Lehmann (tax) as well as Michael Noth (IP), Daniele Lardi, David Henry, Georg Frey, Tatjana Linder and Charles Gschwind (all M&A). The shareholders of Odlo (with the main shareholder Towerbrook Capital Partners L.P.) are advised by Kirkland & Ellis LLP and Lenz & Staehelin (Swiss law).

7 April 2010 - Remo Stoffel acquires Bauengineering and Swissbuilding

XO Holding AG which is held by the real estate entrepreneur Remo Stoffel announced the acquisition of the general contractor company Bauengineering and the project development firm Swissbuilding in St. Gall from its previous owner Peter Mettler. By acquiring these firms Remo Stoffel will form an integral real estate group in Switzerland comprising the newly acquired firms, as well as Avireal AG and Winsto AG. The group will be active in general contracting and total contracting, facility management and investments in real estate.

Bär & Karrer acted as legal counsel of Remo Stoffel. The Bär & Karrer team included Ralph Malacrida (Corporate), Mani Reinert (Merger Control), and Till Spillmann (Corporate).

6 April 2010 - Intertek Group plc acquires Ciba Expert Services from BASF SE

Intertek Group plc has acquired a business unit of CIBA AG, Ciba Expert Services, and the companies Cantox Health Sciences Inc. and Cantox U.S. Inc. from BASF SE by way of a share and asset deal. Intertek Group plc offers a wide range of quality and safety services and employs more than 25'000 people in 1'000 locations in over 100 countries. Through this transaction, Intertek Group plc is strengthening its position in the mentioned sectors.

Bär & Karrer acted as Swiss legal adviser to Intertek Group plc while DLA Piper UK LLP acted as its international counsel. The team of Bär & Karrer AG included Felix R. Ehrat, Charlotte Wieser (both M&A), Daniel Lehmann (tax) as well as Simon Meyer and David Henry (both M&A).

1 April 2010 - OC Oerlikon Restructuring

In Switzerland's most prominent restructuring deal, OC Oerlikon Corporation announced on 1 April 2010 that it has reached agreement with its largest shareholder Renova (holding a 45% equity stake) and the lenders of the CHF 2.5 billion syndicated loan facilities on a comprehensive financial restructuring of Oerlikon. The agreed restructuring package, which includes a CHF 1000 million rights offering, will be implemented in the first half of 2010. Renova has agreed to inject CHF 450m in the share capital increase, while the group's lenders will waive some of the debt, enter into a new facility agreement, and swap debt for equity as part of the restructuring plan.

Bär & Karrer acted as Swiss legal advisor and Latham & Watkins as international counsel for Renova. The Bär & Karrer team included Ralph Malacrida and Till Spillmann.

1 April 2010 - Deutsche Telekom AG acquires ClickandBuy

The internet payment service provider ClickandBuy, one of the leading payment services in the internet, has become a wholly-owned subsidiary of Deutsche Telekom AG. Deutsche Telekom held, via its venture capital arm, a minority participation in ClickandBuy since 2006. Deutsche Telekom AG has now acquired all outstanding shares in the internet payment service provider ClickandBuy. The share purchase agreement was signed on 23 March 2010 and the transaction was closed on 1 April 2010.

Bär & Karrer acted as legal counsel of Deutsche Telekom AG. The Bär & Karrer team included Michael Trippel (Corporate), Markus Wang (Intellectual Property) and Daniela Fiorillo (Corporate).

30 March 2010 - Dufry South America Ltd. merges with Dufry AG

Dufry South America Ltd., a Bermudan company listed on the Luxembourg Stock Exchange and on Bolsa de Valores, Mercadorias & Futuros de São Paulo (BM&FBOVESPA) and majority-owned by Dufry AG, listed on the SIX Swiss Exchange, merged and amalgamated with and into Dufry Holdings & Investments AG, a wholly-owned Swiss subsidiary of Dufry AG, in a cross-border triangular merger under Swiss and Bermudan law. As a merger consideration, the former minority shareholders of Dufry South America Ltd. have received shares of Dufry AG. The deal value amounts to approximately CHF 795 million.

The listing of the new Dufry AG shares on the SIX Swiss Exchange took place on 24 March 2010. Dufry AG also applied to the Comissão de Valores Mobiliários in Brazil to be admitted as the first Swiss issuer of Brazilian Depositary Receipts on BM&FBOVESPA.

Bär & Karrer acted as Swiss legal advisor to Dufry South America Ltd. The team included Thomas U. Reutter and Ariane Riedi Wirth.

18 March 2010 - Macquarie to acquire the business divisions Equity Trading & Derivatives and Capital Markets Sales & Research of Sal. Oppenheim

On 22 December 2009, Macquarie Capital (Europe) Limited, a subsidiary of the Australian Macquarie Bank Limited, entered into an agreement to acquire the derivatives business of private bank Sal. Oppenheim jr. & Cie. KGAa, a subsidiary of Sal.Oppenheim jr. & Cie. S.C.A. On 4 February 2010, Macquarie further entered into an agreement to acquire the business division Capital Markets Sales & Research of Sal.Oppenheim. With the purchase of these business lines Macquarie will strengthen its presence in Europe.

Bär & Karrer AG acts as Swiss legal adviser to Macquarie, while Clifford Chance acts as its international counsel. The team of Bär & Karrer AG includes Felix R. Ehrat (M&A), Peter Hsu, Tina Balzli (both Regulatory), Christoph O. Schmid, Michael Barrot (both Tax) and Simon Meyer (M&A).

16 March 2010 - Bunzl acquires Weita Group

Bunzl plc, the international distribution and outsourcing Group listed on LSE has acquired Weita Holding AG and its subsidiaries. Weita is a leading supplier of cleaning hygiene, foodservice, retail, healthcare and safety consumable products to both end users and redistributors throughout Switzerland.

Bunzl plc was advised by Bär & Karrer AG. The Bär & Karrer team included Eric Stupp, Till Spillmann and Corinne Bühler.

16 March 2010 - Novartis successfully closes USD 5 Billion Bond issue

Novartis successfully closed a USD 5 Billion Bond issue. The transaction consisted of three tranches: USD 2 billion of a 3-year bond with a coupon of 1.900%, USD 2 billion of a 5-year bond with a coupon of 2.900% and USD 1 billion of a 10-year bond with a coupon of 4.400% issued by the Group's US entity, Novartis Capital Corporation. All tranches are guaranteed by Novartis.

Bär & Karrer acted as Swiss legal adviser to Novartis in the transaction. The team included Thomas U. Reutter and Sten E. D. Rasmussen.

5 March 2010 - New Rule Book for SIX Swiss Exchange

On 1 April 2010, the new Rule Book for market participants will become effective. The current rules and regulations (General Conditions and Directives) have been revised and will be replaced by the new Rule Book.

SIX Group was advised by Bär & Karrer in this matter. The Bär & Karrer team included Till Spillmann and Rolf Watter.

19 February 2010 - Capvis General Partners II Ltd. together with minority shareholders sells Ticketcorner Group to the CTS EVENTIM group

On 19 February 2010, Capvis General Partners II Ltd. and other sellers (including a subsidiary of the Kudelski group) have announced the sale of Ticketcorner Holding AG to EVENTIM CH AG, a subsidiary of the German CTS EVENTIM AG, for a consideration of CHF 65 million.

Capvis was advised by Bär & Karrer AG. The team of Bär & Karrer AG included partner Dr. Felix R. Ehrat, associates Barbara Messmer del Tufo, Daniele Lardi, Simon Meyer and Charles Gschwind.

20 January 2010 - Swiss Prime Site closes CHF 300 Million 1.875% Convertible Bond Issue

Swiss Prime Site AG (the "Issuer") successfully raised financing through a placement of CHF 300 Million 1.875% Convertible Bonds (the "Bonds"), convertible into shares of the Issuer. The Bonds were priced with a coupon of 1.875% and a conversion premium of 22.5% to the volume weighted average price on the day of launch. Credit Suisse and UBS Investment Bank acted as joint bookrunners in this transaction (the "Joint Bookrunners"). The Joint Bookrunners have exercised their overallotment option in full, increasing the total issue size of the Bonds to CHF 300 Million.

Bär & Karrer has acted as legal transaction counsel in the issuance and placement of the Bonds. The team comprised Thomas U. Reutter, Ariane Riedi Wirth, Sten E. D. Rasmussen, Flavio Lardelli, Ariane Ernst as well as Michael Barrot (Tax).

15 December 2009 - Structuring of a single investor fund in Luxembourg with assets of over CHF 1 billion

Bär and Karrer has assisted the holding company of a Swiss family office to establish a single investor fund in Luxembourg to manage more than CHF 1 billion of its financial assets. The investment management has been delegated to a Swiss private bank which has in turn entrusted seven different banks with the management of portions of the assets according to the fund's investment guidelines.

The Swiss holding company was advised by Bär and Karrer in Zurich (Stephanie Comtesse and Eric Stupp) and NautaDutilh Avocats Luxembourg with respect to the entire set-up.

26 November 2009 - Adecco Group closes issuance of CHF 900 million mandatory convertible bonds

The CHF 900 million 6.5 per cent mandatory convertible bonds due 2012 (the "Bonds") were issued by Adecco Investment (Bermuda) Ltd., a wholly-owned subsidiary of Adecco SA, and will represent senior secured limited recourse obligations of the Issuer. At maturity, the Bonds will be mandatorily convertible into fully paid ordinary shares of Adecco SA. Credit Suisse and Deutsche Bank acted as Joint Lead Managers in the issue and placement of the Bonds.

Bär & Karrer acted as Swiss legal advisor to the Joint Lead Managers in this transaction. The team included Thomas Reutter, Roland Truffer, Ariane Riedi Wirth, Daniel Raun as well as Daniel Lehmann (Tax).

11 November 2009 - Sale of 10% stake in SGS SA by the von Finck family

The von Finck family has sold 40% of its shareholding in SGS SA (equaling 10% of SGS SA's share capital) to a consortium of two banks for placement of these shares in the market through an accelerated book building process. The total market value of SGS SA amounts to approx. CHF 10.2 billions.

Bär & Karrer acted as advisor to the von Finck family. The team included Cédric Chapuis, Dieter Dubs, Charlotte Wieser and Christoph O. Schmid (tax).

9 November 2009 - Mobimo completes acquisition of LO holding Lausanne-Ouchy S.A. and JJM Participations SA

On 9 November 2009 Mobimo Holding AG's public exchange offer for the shares of LO holding Lausanne-Ouchy S.A and JJM Participations SA was settled. As at the same date the 708'229 newly issued shares of Mobimo Holding AG with a nominal value of CHF 38 each that were required for the settlement of the public exchange offer were listed on SIX Swiss Exchange.

Bär & Karrer advised Mobimo Holding AG and Bank Vontobel AG with regard to the public exchange offer and the listing process (Mobimo Holding AG was also advised by Reichenbach + Partner). The team of Bär & Karrer included Ralph Malacrida, Dieter Dubs, Till Spillmann and Karim Maizar.

4 November 2009 - Acino acquires Iclaprim business from Arpida

Acino Holding Ltd. acquires from Arpida Ltd., a pharmaceutical company domiciled in Reinach, all assets, data and intellectual property rights pertaining to the antibiotic Iclaprim. The Acino Group specializes in the development, registration and manufacture of generic and innovative pharmaceuticals and is headquartered in Basel. Acino Holding Ltd. is listed on the SIX Swiss Exchange. The transaction is subject to approval by Arpida shareholders at the extraordinary general meeting on 26 November 2009.

Acino was advised by Bär & Karrer AG. The team included Thomas U. Reutter, Markus Wang (IP) and Daniel Raun.

2 November 2009 - Air Berlin strengthens presence in Switzerland

On 26 October 2009, Air Berlin PLC transferred its option with respect to 51% of the shares of Belair Airlines AG, which Hotelplan Holding AG granted to Air Berlin PLC in the purchase agreement dated 26 October 2007 relating to the purchase of 49% of the shares of Belair Airlines AG, to a foundation (Stiftung) according to Swiss law. The foundation (Stiftung) has exercised this option towards Hotelplan Holding AG and holds 51% of the shares of Belair Airlines AG. The foundation (Stiftung) in turn has granted Air Berlin PLC an option to purchase the 51% stake. Air Berlin continues to hold 49% of the shares of Belair Airlines AG.

Air Berlin PLC and the foundation (Stiftung) were advised by Bär & Karrer AG as to Swiss law. The team including Thomas U. Reutter, Sten E. D. Rasmussen and Daniel Raun in Zurich advised Air Berlin PLC in legal aspects of this transaction. Thomas Stoltz and Christina Tramontano in Zug were responsible advising the foundation (Stiftung) in legal matters.

30 October 2009 - USI Group Holdings AG completes Rights Offering and Private Placement

On 28 October 2009, USI Group Holdings AG completed a rights offering and private placement of newly issued registered shares. This transaction was preceded by an offer to the shareholders to reinvest the amounts paid out in the course of a reduction of the nominal value of the shares. USI Group Holdings AG is a specialist real estate investment and financing company listed on the SIX Swiss Exchange focusing on leases of real estate to tenants whose cash flow is primarily generated, directly or indirectly, from government sources.

Bär & Karrer AG acted as Swiss legal adviser to the company. The team included Thomas U. Reutter, Ariane Riedi Wirth, Claudio Bazzi and Daniel Raun.

29 October 2009 - The Association of Foreign Banks in Switzerland completes its cross-border banking project

The Association of Foreign Banks in Switzerland has completed its cross-border banking project related to several selected jurisdictions of peculiar importance to its members. The purpose of the project was to create guidelines for permissible and non-permissible cross-border banking activities of Swiss banks in the jurisdictions examined. The key findings and results of the project have been presented at two roundtable discussions held at the offices of Bär & Karrer in Geneva and Zurich.

Bär & Karrer coordinated the project and drafted master directives addressed to client advisors and other employees engaged in cross-border banking activities for each jurisdiction examined based on advice given by law firms in the respective jurisdictions. The Bär & Karrer team included Eric Stupp and Martin Liebi.

26 October 2009 - Zurmont Madison Private Equity L.P. and EGS Beteiligungen AG acquire Bauwerk Parkett AG

On 19 October 2009, ZMEGSB Beteiligungs Holding AG, a Swiss company owned by Zurmont Madison Private Equity L.P. and EGS Beteiligungen AG, acquired Bauwerk Parkett AG, Switzerland and Bauwerk-Kährs Parkett GmbH, Austria from the Nybron Flooring International Group. Bauwerk is developing, producing and selling double-layer and solid wood parquet. Bauwerk has a leading position in Switzerland and a strong position in Austria, Germany and the Netherlands in particular.

ZMEGSB Beteiligungs Holding AG, Zurmont Madison Private Equity L.P. and EGS Beteiligungen AG were advised by Bär & Karrer AG. The Bär & Karrer team included Christoph Neeracher (M&A), Mani Reinert (Merger Control), Markus Wang (IP/IT), Salvatore Iacangelo (M&A), Barbara Messmer del Tufo (M&A) and Pascal Marti (M&A).

22 October 2009 - Georg Fischer signed CHF 420 million credit agreement

Georg Fischer entered into a credit agreement running until 2013 with a bank consortium led by UBS (as agent).

UBS and the other mandated lead arrangers were advised by Bär & Karrer. The team included Ralph Malacrida, Till Spillmann and Karim Maizar.

7 October 2009 - ING Bank (Switzerland) Ltd. acquired by Julius Baer Group Ltd.

ING Bank Luxembourg S.A. and Julius Baer Group Ltd. have concluded an agreement according to which Julius Baer Group Ltd. will be acquiring ING Bank (Switzerland) Ltd. for CHF 520 million in cash, including surplus capital of CHF 170 million. ING Bank (Switzerland) Ltd. offers a comprehensive range of services and products, such as discretionary and advisory portfolio management based on open architecture as well as family office, trust and execution services. Pending regulatory approvals, closing of the transaction is expected to take place in the first quarter of 2010.

Bär & Karrer acts as Swiss legal adviser to the seller, ING Bank Luxembourg S.A. while Clifford Chance is acting as its international counsel and JP Morgan as financial advisor. The Bär & Karrer team is led by Rolf Watter and Charlotte Wieser and further includes Mani Reinert (merger control), Christoph O. Schmid (tax) and Carl Schinasi.

23 September 2009 - Petroplus Holdings AG issues USD 400 million 9.375% Senior Notes due 2019, USD 150 million 4.00% Convertible Bonds due 2015 and 17'265'058 registered shares with a nominal value of CHF 7.58 each at a subscription price of CHF 16.90

With a view to enhance its short and long term liquidity profile, Petroplus Holdings AG (the "Company"), Europe's leading independent refiner and wholesaler of petroleum products, announced on 9 September 2009 three capital markets transactions consisting of (i) an offering of USD 400 million 9.375% Senior Notes due 2019 (the "High Yield Transaction"), (ii) an offering of USD 150 million 4.00% Convertible Bonds due 2015 (the "Convertible Bond Transaction") and (iii) a fully underwritten equity offering by a syndicate of banks with subscription rights granted to existing shareholders (the "Rights Offering") by issuing 17'265'058 registered shares with a nominal value of CHF 7.58 each at a subscription price of CHF 16.90.

The proceeds of the High Yield Transaction and the Convertible Bond Transaction will be used to finance a cash tender offer for the existing USD 500 million 3.375% convertible bonds (the "Outstanding Convertible Bonds") issued by Petroplus Finance Ltd, which was launched on 11 September 2009.

Bär & Karrer advised the Company on matters relating to Swiss law in connection with the Rights Offering, the High Yield and the Convertible Bond Transaction as well as the tender offer and the bondholders meeting called in connection with the Outstanding Convertible Bonds. The Bär & Karrer team included Michael Trippel, Dieter Dubs, Sten E. D. Rasmussen and Ariane Riedi Wirth and was supported by Christophe Buchwalder, Thomas Stoltz, Daniela Fiorillo and Ludivine Boisard. Freshfields Bruckhaus Deringer acted as international counsel to the Company.

21 September 2009 - Citibank completes sale of its Diners Club Merchant Acquiring Business in certain countries

On 21 September, Citibank has completed the sale of its Diners Club Merchant Acquiring Business in Belgium, France, Germany, the United Kingdom and Switzerland to Elavon, a wholly-owned subsidiary of U.S. Bancorp and a leading global payments provider.

Bär & Karrer advised Citibank in relation to the sale of the Swiss part of the Diners Club Merchant Acquiring Business. The team included Cédric Chapuis and Peter Hsu.

20 August 2009 - Swiss Confederation sells UBS stake

The Swiss Confederation announced that Credit Suisse, Morgan Stanley and UBS have placed its UBS stake with institutional investors at a price of CHF 16.50 per UBS share. The total gross proceeds for the 332,2 million UBS shares sold by the Swiss Confederation amount to approximately 5.5 Billion CHF.

Bär & Karrer advised Credit Suisse and Morgan Stanley in this transaction. The team included Thomas U. Reutter, Sten E.D. Rasmussen and Christoph Schmid (tax) and was supported by Ralph Malacrida and Till Spillmann.

11 August 2009 - Beacon Solutions closes SymbioTec acquisition

Beacon Enterprise Solutions Group, Inc., a listed company active in the design, implementation and management of high performance Layer 1 network solutions based in Louisville, USA, has completed the acquisition of SymbioTec Solution AG based in Siebnen, Switzerland, for an undisclosed amount. The company has been rebranded as Beacon Solutions AG and will operate as European headquarters, driving Beacons expansion initiatives throughout Europe.

Bär & Karrer advised Beacon Solutions in this transaction. The team included Christoph Neeracher, Salvatore Iacangelo and Simon Meyer.

14 July 2009 - Swiss Prime Site to acquire Jelmoli Holding

Swiss Prime Site today published the details of its exchange offer for all publicly held shares of Jelmoli Holding AG. Swiss Prime Site also disclosed that the acquisition of a stake of approximately 30% in Jelmoli Holding AG from Pelham Investments AG has been closed.

Swiss Prime Site AG is advised by Bär & Karrer in this transaction. The team is co-led by Thomas Reutter and Corrado Rampini and includes Dieter Dubs, Thomas Rohde (all Corporate/Takeover Law), Sten E.D. Rasmussen, Daniel Raun (all Capital Markets), Daniel Lehmann, Michael Barrot (both Tax) as well as Mani Reinert (Merger Control).

7 July 2009 - Clariant places a CHF 300 million Convertible Bonds issue

On 2 July 2009, Clariant AG successfully placed a CHF 300 million convertible bonds issue. The placement was led by BNP Paribas, Citigroup, Commerzbank and UBS Investment Bank as Joint Bookrunners and Lead Managers.

Bär & Karrer AG acted as Swiss legal adviser to the Joint Bookrunners. The team included Thomas U. Reutter, Ariane Riedi Wirth, Claudio Bazzi and with respect to tax aspects Daniel Lehman and Michael A. Barrot.

1 July 2009 - Tyco Electronics moves to Switzerland

On 1 July 2009 it was officially announced in Switzerland that Tyco Electronics Ltd. has moved its place of incorporation from Bermuda to the canton of Schaffhausen in Switzerland and resolved a distribution to its shareholders in the form of a capital reduction. Tyco Electronics Ltd. is now a Swiss company that continues to be listed on the New York Stock Exchange.

Bär & Karrer acted as Swiss legal advisor to Tyco Electronics. The team included Ralph Malacrida, Lukas Roesler and Thomas Stoltz.

29 June 2009 - Givaudan successfully completes rights offering

On 24 June 2009, Givaudan SA successfully completed a CHF 420 million rights offering. The shares had been underwritten by a syndicate of banks, including Nomura International plc and UBS Investment Bank as Joint Lead Managers and Joint Bookrunners.

Bär & Karrer AG acted as Swiss legal adviser to the Joint Bookrunners. The team included Thomas U. Reutter, Ariane Riedi Wirth, Sten E.D. Rasmussen, Ludivine Boisard, Claudio Bazzi und Christoph O. Schmid (tax).

6 May 2009 - The investment company Serdac successfully uses the new minority rights in a public takeover

In the first proceeding since minority shareholders have standing in administrative proceedings on takeovers, Serdac, as well as Amber Master Fund (Cayman) SCP ("Amber"), opposed a ruling on a mandatory bid for all the shares of Harwanne Compagnie de participations financières et industrielles SA ("Harwanne") by MMA Vie SA ("MMA"), claiming that the bid of CHF 2.60 per share did not comply with the minimum price rules. The Takeover board and the Swiss Financial Market Supervisory Authority FINMA ruled in favor of the minority shareholders and ordered a valuation of the Harwanne shares. An appeal by MMA is pending in front of the Federal Administrative Tribunal. In the meanwhile, ending its involvement in the administrative procedure, Serdac sold its stake of 6.61% to MMA at CHF 3.45 per share. Through this sale Serdac realizes an additional 32.69% over the initial offer at CHF 2.60 per share.

Bär & Karrer acted as Swiss legal adviser to Serdac SA in the transaction. The team included partners Eric Stupp and Dieter Dubs as well as senior associate Rashid Bahar.

4 May 2009 - Consolidation of Swiss Share Trading on SIX Swiss Exchange Completed

Effective 4 May 2009, SIX Group has completed the concentration of Swiss share trading in Zurich. Shares of Swiss blue chip companies (i.e. shares included in the Swiss Market Index and Swiss Leader Index) previously traded on SWX Europe in London, are now traded in the new Swiss Blue Chip Segment of SIX Swiss Exchange. Trading in the Swiss Blue Chip Segment is subject to transitional rules. Further harmonised and updated rules for SIX Swiss Exchange fully integrating the transitional rules for the Swiss Blue Chip Segment are expected in early 2010.

SIX Group was advised by Bär & Karrer in this matter. The Bär & Karrer team included Rolf Watter (responsible partner) and Till Spillmann (managing associate) who was supported by Tamer Dürr (senior associate).

23 April 2009 - Zurich Financial Services closes placement of shares

Zurich Financial Services AG ("ZFS") closed the placement of 6'714'096 shares with institutional investors via an accelerated bookbuilding to raise CHF 1.26 billion for the purpose of acquiring, through ZFS' US subsidiary Farmers Group, Inc., American International Group, Inc.'s US Per-sonal Auto Group. The shares being placed represent 4.7 percent of ZFS' registered share capital prior to the placement. The shares were fully underwritten by a syndicate of banks, comprising of Citigroup Global Markets Limited, Credit Suisse and Deutsche Bank AG, London Branch ("Joint Bookrunners").

Bär & Karrer acted as Swiss legal adviser to the Joint Bookrunners in the transaction. The team included Thomas Reutter, Ariane Riedi Wirth, Claudio Bazzi and Christoph Schmid (tax).

16 April 2009 - Aabar Investments closes deal to acquire AIG Private Bank

Aabar Investment PJSC ("Aabar"), a global investment company listed on the Abu Dhabi Securities Exchange, successfully closed the acquisition of AIG Private Bank Ltd., a globally networked Swiss private bank for high net worth individuals, from American International Group, Inc. ("AIG"). Closing occurred further to the signing of the transaction documents on 30 November 2008 and the satisfaction of a number of conditions, including approval by the competent regulatory authorities, in particular the Swiss Financial Market Supervisory Authority (FINMA).

Bär & Karrer advised Aabar as Swiss legal counsel. Clifford Chance is acting as Aabar's international counsel and Goldman Sachs as its financial advisor. The Bär & Karrer team was led by Ralph Malacrida, partner in the Zurich office, and supported by Till Spillmann (managing associate) and further team members, including the partners Urs Brügger (regulatory), Mani Reinert (antitrust), Peter Reinarz (tax and employment), Markus Wang (IP) and the senior associates Lukas Roesler, Astrid Gilli and others.

31 March 2009 - Swiss Re issues convertible instrument to subsidiary of Berkshire Hathaway in the amount of CHF 3 Billion

Swiss Re issued a 12% Convertible Perpetual Capital Instrument (the "Instrument") to a subsidiary of Berkshire Hathaway Inc. in the face amount of CHF 3 billion earlier this month. The shareholders of Swiss Re had previously approved conditional capital to source the underlying Swiss Re shares for the Instrument in Swiss Re's ordinary shareholder meeting.

Bär & Karrer acted as Swiss legal adviser to Swiss Re in this transaction. The Bär & Karrer team included Thomas U. Reutter, Rolf Watter, Sten E. D. Rasmussen and Claudio Bazzi.

19 March 2009 - Xstrata successfully closes two for one rights issue to raise USD 5.9 billion

Xstrata plc successfully closed a two for one rights issue to raise USD 5.9 billion. Xstrata received valid acceptances in respect of 1,944,012,662 new shares, representing approximately 99.42% of the total number of new shares offered to shareholders pursuant to the fully underwritten rights issue. Deutsche Bank and J.P. Morgan Cazenove have procured purchasers for the remaining 11,328,418 new shares for which valid acceptances were not received. Xstrata is a global diversified mining group, listed on the London and SIX Swiss Stock Exchanges, with its headquarters in Zug, Switzerland.

Bär & Karrer acted as Swiss legal adviser to Xstrata in the transaction. The team included Ralph Malacrida and Lukas Roesler.

16 March 2009 - SET Swiss Energy Trading AG

On 16 March 2009, the German Verbundnetz Gas Aktiengesellschaft (VNG) based in Leipzig and Swissgas, Schweizerische Aktiengesellschaft für Erdgas based in Zurich announced the formation of their joint venture SET Swiss Energy Trading AG. Headquartered in Zurich, the joint venture company seeks to optimize Switzerland's short-term procurement of natural gas while strengthening VNG's natural gas trading business.

Verbundnetz Gas Aktiengesellschaft was advised by Bär & Karrer. The team of Bär & Karrer included Michele Bernasconi (partner) and Phyllis Scholl (senior associate).

10 February 2009 - Novartis successfully closes USD 5 Billion Bond issue

Novartis successfully closed a USD 5 Billion Bond issue. The transaction consisted of two tranches: USD 2 billion of a 5-year bond with a coupon of 4.125% issued by the Group's US entity, Novartis Capital Corporation and USD 3 billion of a 10-year bond with a coupon of 5.125% issued by the Group's Bermuda entity, Novartis Securities Investment Ltd., Bermuda. Both tranches are guaranteed by Novartis.

Bär & Karrer acted as Swiss legal adviser to Novartis in the transaction. The team included Thomas Reutter, Roland Truffer and Sten Rasmussen.

23 January 2009 - Tivona and Jelmoli settle litigation

The Tivona shareholders and Jelmoli settle their year-long litigation about the transfer of a 55.5% stake in Tivona to Jelmoli. Bär & Karrer represented in the litigation and the settlement negotiations the Tivona shareholders who had exercised in 2003 a contractual put option against Jelmoli to transfer their stake. Litigation started when Jelmoli refused to honour its commitment under this option. In an interim award, the arbitral tribunal the parties called upon, ruled that the put option was validly exercised. The parties now agreed on a transfer of the Tivona stake to Jelmoli for a consideration of CHF 60'000'000 and 80'000 Jelmoli bearer shares which at today's prices is equivalent to about CHF 250'000'000.

The Bär and Karrer team included at times 6 lawyers and was headed by Rolf Watter and senior associate Charlotte Wieser. Senior associate Salvatore Iacangelo covered important corporate law and economic aspects.

1 October 2008 - Xstrata purchases Lonmin shares and enters into a three-year $5 billion loan facility

On 1 October 2008, Xstrata plc announced the acquisition of Lonmin shares for a cash consideration of £440 million and the entry into of a new three-year $5 billion multi-currency revolving loan facility with a group of its relationship banks. The new facility will be used to refinance existing debt and for general corporate purposes. Xstrata is a global diversified mining group, listed on the London and SIX Swiss Stock Exchanges, with its headquarters in Zug, Switzerland.

Xstrata was advised by Bär & Karrer on the Swiss legal aspects of the transaction. The team of Bär & Karrer included partner Ralph Malacrida and senior associate Lukas Roesler.

25 September 2008 - Energiedienst Holding AG acquires EnAlpin AG

On 25 September 2008, Energiedienst Holding AG (EDH), listed in Zurich and in Stuttgart, announced the acquisition of EnAlpin AG based in Visp (EnAlpin) from EnBW Energie Baden-Württemberg AG (EnBW). Through this transaction EDH is strengthening its position in the production of Swiss hydropower. EnBW will transfer as a contribution in kind all EnAlpin shares to EDH in exchange of new EDH shares.

Energiedienst Holding AG was advised by Bär & Karrer. The team of Bär & Karrer included partner Rolf Watter and senior associate Phyllis Scholl.

4 September 2008 - Sale of Koenig Verbindungstechnik AG consummated

As per 4 September 2008, the German Klöckner Group, a leading independent European steel and metal distributor, and Capvis Private Equity have closed the sale of Klöckner's Swiss subsidiary König Verbindungstechnik AG to Capvis (deal size > CHF 500 million).

Klöckner & Co AG was advised by Bär & Karrer for all legal aspects. The team included partners Christoph Neeracher (lead), Mani Reinert (merger control) and Markus Wang (IP) as well as senior associates René Schwab, Caroline Möhrle, Luca Jagmetti, Tamer Dürr, Nina Probst and Oliver Brupbacher (not yet admitted). Ernst & Young acted as financial and tax advisor to Klöckner. Capvis was advised by Lenz & Staehelin.

22 August 2008 - Trading for ARYZTA shares on the SWX Swiss Exchange and on the Irish Stock Exchange in Dublin

After the involved companies' extraordinary general meetings had passed affirmative resolutions and the Irish High Court had given its approval, the combination of Hiestand Holding AG and IAWS Group plc under ARYZTA AG was successfully completed on 21 August 2008. The trading for ARYZTA shares on the SWX Swiss Exchange and on the Irish Stock Exchange in Dublin started on 22 August 2008.

Bär & Karrer was advising Hiestand Holding AG in this matter. The team included the partners Rolf Watter, Michael Trippel and Dieter Dubs and senior associate Daniel Pfiffner.

6 August 2008 - The CAS, Court of Arbitration for Sport, upholds the appeals filed by FC Schalke 04, SV Werder Bremen and FC Barcelona regarding the release of players for the 2008 Olympic Games

Three European clubs have filed appeals against a decision of FIFA according to which football clubs were obliged to release players under the age of 23 for the Olympic Football Tournament Beijing 2008, on the basis of a long lasting and undisputed practice which had become a customary law for the clubs.

The CAS Panel reached the conclusion that the Olympic Football Tournament Beijing 2008 is not included in the Coordinated Match Calendar and there is no specific decision of the FIFA Executive Committee establishing the obligation for the clubs to release players under 23 for this tournament. Furthermore, the requirements to justify a legal obligation of clubs to release their players for the Football Tournament Beijing 2008 on the basis of customary law are not met. Accordingly, the Panel considered that FC Schalke 04, SV Werder Bremen and FC Barcelona had no legal obligation to release the players Rafinha, Diego and Messi, respectively, for the Olympic Football Tournament Beijing 2008.

Michele Bernasconi, partner at Bär & Karrer, was member of the CAS Panel and Michael Noth, senior associate at Bär & Karrer, was appointed as ad hoc clerk.

10 July 2008 - Novartis buys additional 51.7% stake in Speedel and announces plans to acquire remaining shares in a mandatory public tender offer

On 9 July 2008, Novartis acquired an additional 51.7% stake in Speedel, a listed Swiss biopharmaceutical company through a series of off-exchange transactions with major Speedel shareholders for approx. CHF 525 million in cash. Novartis will commence a mandatory tender offer to acquire the remaining shares of Speedel and Speedel's activities are planned to be integrated into Novartis.

Bär & Karrer is advising Novartis in this matter; Novartis' inhouse legal team is headed by Jörg Walther, global head legal M&A and Antitrust. The Bär & Karrer team includes the partners Rolf Watter and Dieter Dubs and the senior associates Philippe A. Huber and Katja Roth Pellanda.

9 July 2008 - Novartis completes acquisition of 25% stake in Alcon from Nestlé as a first step toward majority ownership

On 7 July 2008, Novartis has completed the purchase of approx. 25 percent of Alcon's shares from Nestlé for approx. USD 10.4 billion in cash. This has been the first step according to an agreement reached in April 2008. From 2010 on, Novartis and Nestlé will have, as an optional second step, call and put options on Nestlé's remaining shareholding in Alcon for a price not exceeding approx. USD 28 billion.

Novartis' in-house legal team, led by general counsel Thomas Werlen and head M&A Jörg Walther was advised as to US and international competition law by Allen & Overy and by Bär & Karrer for all Swiss law aspects. The Bär & Karrer team was led by Rolf Watter, assisted by senior associates Urs Kägi, Caroline Möhrle and Katja Roth Pellanda (all corporate).

Nestlé was advised by Cravath, Swaine & Moore in New York as to US law and by Homburger as to Swiss law.

1 July 2008 - UBS AG establishes a new Corporate Governance structure

UBS AG has overhauled its Corporate Governance structure and has enacted new Corporate Governance guidelines which came into force on 1 July 2008. The changes are based on a thorough review of international best practices in Corporate Governance. The new guidelines are published on UBS's website.

Bär & Karrer acted as Swiss independent legal advisor to UBS AG. The team included partner Rolf Watter and senior associate Katja Roth Pellanda, assisted by Kaspar Theiler (not yet admitted).

1 July 2008 - Groupe Lactalis acquires Baer AG

On 1 July 2008, Groupe Lactalis acquired Baer AG, a Swiss soft cheese producer holding well-known brands on the Swiss market. Groupe Lactalis is a family-owned company based in Laval, France. It is a major player in the French dairy food industry. The acquisition was cleared by the competition authorities.

Groupe Lactalis was advised by Bär & Karrer. The team included partner Christophe Buchwalder and senior associate Sabina Nüesch.

19 June 2008 - Accor completes the sale of several hotels to a real estate consortium, partly financed by Calyon, HSBC France, Natixis and BNP Paribas

In June 2008, Accor has completed the sale of several of its hotels located in France and Switzerland to a real estate consortium including two funds managed by AXA Real Estate Investment Managers (AXA REIM), this under a sale and lease back agreement and a price consideration of around EUR 466 millions.

The transaction was partly financed by Calyon, HSBC France, BNP Paribas and Natixis.

Calyon, HSBC France, BNP Paribas and Natixis were advised by Bär & Karrer as to Swiss law and by Gide Loyrette Nouel as to French law. The Bär & Karrer team included partner Eric Stupp and senior associate Yasmine Sabeti. AXA REIM was advised as to Swiss law by Lenz & Staehelin in Zurich and Accor Suisse S.A. by Carrard et Associés in Lausanne.

31 May 2008 - UPS sells its logistics, distribution, equipment and on-site repair business in Switzerland to Planzer Transport Group

As per 31 May 2008 UPS, the international express carrier, sold its logistics, distribution, equipment and on-site repair business in Switzerland to Polysys AG, a member of the Planzer Transport Group, a leading Swiss logistics provider.

Planzer was advised by Bär & Karrer. The team included partners Christoph Neeracher (corporate/M&A), Mani Reinert (merger control) and Markus Wang (IP) as well as senior associates Luca Jagmetti (corporate/M&A) and Roland Wild (not yet admitted).

21 May 2008 - Petroplus lists USD 500 million guaranteed convertible bonds

On 21 May 2008, the 3.375% guaranteed bonds due 2013 in the amount of USD 500 million convertible into shares of Petroplus Holdings AG, the largest independent refiner and wholesaler of petroleum products in Europe, was listed on the main segment of the SWX Swiss Exchange. The convertible bonds were issued in March 2008 by Petroplus Finance Limited, a Bermuda subsidiary of Petroplus Holdings AG in a private placement.

Petroplus Holdings AG was advised by Bär & Karrer who acted as Swiss legal counsel. The Bär & Karrer team included partners Michael Trippel and Gianpaolo Arrigoni and senior associates Sten Rasmussen, Ariane Riedi Wirth and Othmar Aeschi.

Freshfields Bruckhaus Deringer acted as international legal counsel to Petroplus Holdings AG. Cravath, Swaine & Moore acted as international legal counsel and Homburger as Swiss legal counsel to Morgan Stanley and Credit Suisse, joint bookrunners for the private placement of the convertible bond.

14 May 2008 - Orascom Development Holding gets listed on SWX

Orascom Development Holding AG ("OD Holding" or "the Company"), the newly established Swiss top company of the OD Holding Group, a leading resort and town developer primarily active in the Middle East, was listed on the SWX on 14 May 2008 with a simultaneous flotation on the Cairo & Alexandria Stock Exchanges in Egypt. Prior to its listing on SWX, OD Holding completed an exchange and tender offer for the shares of the former group parent company, Orascom Hotels & Development S.A.E., Cairo. Concurrently with the listing on SWX, 1,250,000 new shares of OD Holding were offered to investors. Based on the offer price of CHF 152 per share, OD Holding was valued approximately CHF 3.4 billion on the first day of trading on SWX. UBS Investment Bank acted as financial adviser to the Company and was sole bookrunner and lead manager in the offering. Beltone Investment Banking acted as financial adviser to OD Holding in Egypt.

The Company was advised by Bär & Karrer as to Swiss law. The team included Thomas U. Reutter, Philippe Huber, Sonja Kissling, Ariane Riedi Wirth and Thomas Rohde. Orascom Hotels & Development S.A.E. was advised by Amereller Legal Consultants as to Egyptian law. Homburger acted as Swiss legal adviser to UBS.

24 April 2008 - UBS shareholders approve fully underwritten rights issue

The shareholder meeting of UBS AG held on 23 April 2008 has approved a rights issue in the amount of CHF 15 billion as proposed by the board of directors. The rights issue is fully underwritten by a syndicate of banks led by J.P. Morgan, Morgan Stanley, BNP Paribas and Goldman Sachs International (the "Joint Bookrunners").

Bär & Karrer acted as Swiss legal advisor to the Joint-Bookrunners. The team included partner Thomas U. Reutter and associates Sten E. D. Rasmussen and Benjamin Bloch (not yet admitted). The Joint Bookrunners were advised by Davis Polk & Wardwell as to US law.

UBS AG was advised by Homburger as to Swiss law and by Sullivan & Cromwell LLP as to US and German law.

30 March 2008 - Zurmont Madison Private Equity acquires SMB SA

In March 2008 Zurmont Madison Private Equity L.P. acquired SMB SA, a leading provider of high-end forgings, for an undisclosed sum.

Zurmont Madison Private Equity L.P. was advised by Bär & Karrer AG. The Bär & Karrer team included partner Christoph Neeracher and senior associate Luca Jagmetti.

29 February 2008 - Standard Chartered Bank acquires American Express Bank Ltd.

Bär & Karrer AG advised Standard Chartered Bank on Swiss regulatory and corporate law matters in connection with its acquisition of American Express Bank Ltd. from American Express Company for approximately USD 860 million. The transaction was announced on 18 September 2007, and completed on 29 February 2008. American Express Bank Ltd. is active in Switzerland through its subsidiary American Express Bank (Switzerland) SA, domiciled in Geneva.

The Bär & Karrer team included partner Eric Stupp and senior associates Peter Hsu and Tamer Dürr. Slaughter and May, London and Hong Kong, working as an integrated team with Sullivan & Cromwell, acted as global counsel to Standard Chartered Bank.

14 February 2008 - HBM BioVentures Ltd. gets listed on the SWX Swiss Exchange

HBM BioVentures Ltd., a leading venture capital company that invests globally in the human medicine, biotechnology and medical technology sectors, has been listed on the SWX Swiss Exchange. UBS Investment Bank acted as Financial Advisor and Listing Agent for HBM BioVentures Ltd.

UBS Investment Bank was advised as to Swiss law by Bär & Karrer. The Bär & Karrer team included partner Michael Trippel and senior associate Sten E. D. Rasmussen. HBM BioVentures Ltd. was advised by Homburger as to Swiss law.

15 January 2008 - SWX Swiss Exchange, SIS and Telekurs merge to become Swiss Financial Market Services

In January 2008, SWX Swiss Exchange, SIS and Telekurs completed their merger which brought the business activities of all three companies under the roof of a new holding company, Swiss Financial Market Services; as part of the transaction, the non-profit association holding so far the shares of SWX Swiss Exchange was dissolved. Swiss Exchange, SIS and Telekurs are the three Swiss financial market infrastructure companies.

Bär & Karrer acted as legal counsel for all three companies handling corporate law, merger control, regulatory and tax matters. The team included partner Rolf Watter (lead) and senior associates Urs Kägi (banking & corporate), Katja Roth Pellanda (corporate), Sabina Nüesch (corporate) and Andrea Bolliger (tax) as well as partner Mani Reinert (merger control).