Prominent Matters Walder Wyss’s one-firm approach ensures that our fully integrated teams work seamlessly across all our six Swiss locations to handle the most complex cases. Around 240 legal experts make Walder Wyss one of the most successful Swiss commercial law firms. We provide services to national and interna- tional clients as the «Law Firm of Choice» in .

«Their client service and multijurisdictional Walder Wyss established a leading position in all releveant areas and is once again being top-ranked work is excellent.» and law firm with one of the broadest footprints in Switzerland by the «Bilanz / Le Temps» ranking Chambers Europe, 2020 2020 – the most important ranking by leading Swiss publications focusing on the legal market in Switzerland.

«Their work was perfectly tailored to our We have handled a number of high-profile cases in a wide range of fields of expertise, such as (recent requirements: It was precise, fast and efficient.» assignments only): Client Feedback

– Handling transactions with an aggregate deal – Representing , securities dealers and «Excellent lawyers who provide an outstanding value exceeding CHF 20bn during the last fund management companies in regulatory quality as well as great responsiveness.» 12 months. matters (including licensing or enforcement Legal 500, 2019 – Advising on many of the most significant proceedings as well as distribution matters). domestic and cross-border M&A and capital – Representing major multinationals in their markets transactions, public tender offers and successful trademark prosecution and «Counting on Walder Wyss as a very reliable roughly 50 private M&A transactions (with a litigation efforts. partner, we can focus fully on our business.» deal value exceeding CHF 5m each) during the – Currently representing clients in more than Client feedback last 12 months. 20 international arbitrations, in particular in – Several hybrid, convertible and regulatory construction, joint-ventures and post-M&A «They are very dedicated and committed bond / note issuances with an aggregate deal disputes. lawyers. They have a very open style of volume exceeding CHF 10bn. – Several complex merger control proceedings communication. They are very diligent, don’t – Frontrunner for Swiss structured finance (phase I and phase II) before the Swiss mind long hours and put in the extra hours if transactions and involved in most public and Competition Commission. they are needed.» private ABS transactions, synthetic transac- – Representing multinational pharmaceutical Client feedback tions, covered bond transactions and other companies in their reimbursement & pricing securitisations. strategies, applications and appeals before – Representing banks and other lenders and Federal Courts. borrowers in large scale domestic and inter- – Trusted advisor to the Swiss Government in national finance transactions, including acqui- large scale procurement matters. sition finance, corporate finance and asset – Dedicated start-up desk (www.startuplaw.ch) finance. advising founders or investors of more than – Several substantial real estate transactions 100 start-ups in all kind of investment cycles, (listed and unlisted). including numerous spin-offs from leading – Several IPOs, advising the issuer or the invest- Swiss Universities (ETH, HSG, and EPFL). ment banks. – Several landmark and «bet the company» – Complex domestic and cross-border corporate decisions from courts throughout the country, restructurings and insolvency proceedings. including the Swiss Federal Supreme Court. – Numerous venture capital and private equity transactions. Factsheet

Finance, Capital Markets & Corporate, M&A comprising 40 North Latitude Master Fund Ltd. (40 North) and two Corvex funds as limited Recent experience includes advising: Regulatory partners, and 40 North on its acquisition of a Recent experience includes advising: – Nestlé on its CHF 10bn sale of its Skin Health significant stake in SIX-listed Clariant AG, of Business. – Goldman Sachs, on the establishment of a new which 24.99% were sold to Saudi Basic Indus- – The private sellers on the sale of NVT to Blue Swiss residential mortgage business platform. tries Corporation. Sail Medical Co., Ltd. (a leading Chinese medi- – CRISPR Therapeutics on its CHF 200m ATM – J. Safra Sarasin on the acquisition from cal device company, listed at Shenzhen Stock Programme. Bank Hapoalim of a majority of the portfolio Exchange). – The underwriting banks on the IPO of Medartis of international private banking customers in – Engie on its investment in tiko Energy Solu- Holding AG at the SIX Swiss Exchange. Switzerland, Luxembourg and Israel. tions Ltd, a pioneer in the development of intel- – Aluflexpack in its IPO on the SIX Swiss – The J. Safra and P. Peress groups in their ligent energy management systems for the Exchange. acquisition of Regus and Spaces workspaces residential market. – Valiant Bank (SIX-listed) on its inaugural franchises in Switzerland from IWG for a con- – SIX-listed Bellevue Group on the sale of Bank CHF 250m Swiss covered bond. sideration of CHF 120m. am Bellevue to KBL European Private Bankers. – Essentially all originators and issuers in rela- – Recordati on the acquisition of the worldwide tion to Swiss public ABS transactions, inclu- rights for Signifor and Osilodrostat for the ding AMAG Leasing, Multilease (Emil Frey), Litigation & Arbitration treatment of the Cushing’s disease and the Cembra and Swisscard as well as originators Recent experience includes advising and repre- Cushing’s syndrom from Novartis. and issuers of private ABS transactions. senting: – Boehringer Ingelheim on the EUR 325m – on its CHF 100m per- – An Indian conglomerate in a USD 1.2bn com- acquisition of Amal Therapeutics SA, a private petual subordinated Additional Tier 1 bond. mercial dispute. Swiss biotechnology company focused on can- – A syndicate of lenders in connection with the – Advising an international financial service cer immunotherapy. public takeover offer for all shares in Kuoni provider in multi-billion litigation proceedings – NovImmune SA, a private Swiss biotechno- Reisen Holding AG (SIX-delisted). in various jurisdictions. logy company, on its CHF 510m sale of the – Finance providers in connection with the pub- – A Russian party in a USD 200m LCIA arbitra- immunology business unit to Swedish Orphan lic takeover offer for all shares in Immomen- tion. Biovitrum AB (STO:SOBI). tum AG (BX-delisted). – A chemical multinational in a USD 330m – Aduno Holding AG on the CHF 277m sale of – Cembra on its refinancing transaction of dispute. 100% of the shares in cashgate AG to SIX- SME loans sourced through Lendico’s (Post – A French-listed multinational in a complex listed Cembra Money Bank AG. Finance’s) marketplace lending platform. multi-jurisdiction large scale fraud matter in – The Independent Bid Committee of the board – Swiss Life Ltd. (SIX-listed) on its EUR 750m excess of EUR 250m in white-collar crime and of directors of Nasdaq Stockholm listed perpetual subordinated bond and its civil proceedings involving Switzerland. Oriflame Holding AG with regard to all Swiss CHF 600m inaugural green bond. – A UHNWI in a USD 120m dispute over a real legal aspects of the public tender offer of – Gategroup (SIX-delisted) on its CHF 350m estate project. Walnut Bidco Plc to the shareholders of bond. – A European bank against a former manager Oriflame Holding AG. – Baloise Group (SIX-listed) on its inaugural charged with embezzling more than EUR – Canopius, a global speciality (re)insurer on the CHF 500m hybrid bond. 700m. redomiciliation of its FINMA licensed reinsur- – Zug Estates (SIX-listed) and Bank on – A UHNWI entrepreneur in a shareholders’ and ance company Canopius Reinsurance Ltd from their inaugural bonds. control dispute in excess of CHF 100m. Switzerland to Bermuda and, subsequently, its – DDM Holdings, a specialist acquirer of dis- – A contractor in a USD 90m international arbi- Swiss holding company Canopius Ltd to tressed asset portfolios in Central and Eastern tration over an infrastructure project in the Jersey. Europe with its registered seat in Switzerland Middle East. – NYSE-listed Celanese Corporation on the and listed on Nasdaq OMX First North, on its acquisition of Nouryon’s redispersible polymer public rights issue. powders business offered under the Elotex Insolvency & Restructuring – Auris Medical Holding AG (NASDAQ-listed) on brand, including all respective production its first Controlled Equity Offering (structured Recent experience includes: facilities across Europe and Asia, all products as an «at the market offering»). – Acting as Swiss Counsel for the crossholder under the Elotex portfolio, as well as all cus- – Equatex AG (first private equity owned securi- ad hoc group of noteholders (representing in tomer agreements, technology and commer- ties dealer subject to prudential supervision excess of 70 % of holders of Nyrstar’s EUR cial facilities globally. of FINMA) in regulatory matters and its sale to 340m 8.5% 2019 notes, EUR 500m 6.875% – NYSE-listed Fortive Corporation on the acqui- the Computershare group of companies. 2024 notes and EUR 115m 5% convertible 2022 sition of the Advanced Sterilization Products – Helvetica Property Investors in licensing and notes) in Nyrstar’s restructuring. business from Ethicon, Inc., a subsidiary of regulatory matters as well as the listing of the – Providing legal advice as Swiss counsel to Johnson & Johnson. HSC Fund on SIX Swiss Exchange. Apollo International Management LLP regard- – NYSE-listed Dana Inc. on the acquisition of the – Zürcher Kantonalbank in the acquisition of a ing equity and debt investment(s) in, (pre-) Drive Systems Segment from SIX-listed OC CHF 800m residential mortgage portfolio from insolvency restructuring and liquidation of Oerlikon. a large Swiss insurance company. securities of the Airopack Technology Group. – The Burkard family on the CHF 3.22bn sale – Representing the interests of Admeira AG, an of Schenker-Winkler Holding AG (which held affiliate of Ringier AG, as creditor in the bank- a majority of the voting interest in SIX-listed ruptcy proceedings of Publicitas AG, in particu- Sika) to Compagnie de Saint-Gobain, thereby lar in proceedings regarding the first meeting ending one of Europe’s bitterest takeover of creditors (underlying contractual questions, battles. procedural issues and negotiations of a settle- – White Tale Holdings LLP, a limited partnership ment agreement). Factsheet

– Acting as Swiss counsel for the board of direc- Switzerland which may ensue, including tors of the Swiss operating company of drafting of protective briefs before the Swiss Toys’R’Us worldwide group during its debtor Federal Patent Court. in possession proceeding before the US Court – Advising a major Swiss credit card and digital including support in the sales process of Euro- payment offeror in the negotiations of various pean affiliates. digital payment-related IT-project and deve- Real Estate – Advising a client on restructuring/insolvency lopment agreements. Recent experience includes advising: matter involving, inter alia, a USD 100m plus – Advising a major global international insur- – Advising a number of Nordic and Middle-East- claim over contaminated syringe vaccine ance group in the re-negotiation of a global ern sovereign wealth funds on large-scale real which lead to a global product recall. outsourcing agreement before term renewal. estate acquisition and real estate development – Advising on the structuring and implementa- – Advising a foreign national broadcaster on projects in Switzerland. tion of worldwide exclusive licensing of a bio- the digital re-transmission of TV-programs – A Swiss institutional investor in real estate tech portfolio in financial distress to another in Switzerland through OTT-based streaming development projects worth more than listed biotech company. services on broadcasting, telecommunications CHF 1bn situated in the German, French and – Advising a listed client on the closure of one and copyright implications with collective Italian speaking parts of Switzerland. production site, including mass dismissal, societies. – A large multinational company in its Swiss social plan negotiations with works council – Advising and representing various maisons construction projects worth overall approxi- and labour unions, relocation of part of pro- of Richemont (incl. IWC, Cartier, Montblanc, mately CHF 1bn. duction to France, relocation of another part of Lange, Vacheron Constantin, Van Cleef & – Representing a SIX-listed real estate company production to Germany. Arpels) in trademark, copyright, design right, in its multi-million CHF construction lawsuit. trade dress and unfair competition disputes. – The seller of a substantial portfolio compri- – Representing the largest Swiss retailer in sing residential and commercial properties in Intellectual Property & IT different complex trade dress litigations relat- Switzerland to a major Swiss institutional and Transactions ing to foodstuffs. a private investor. – Advising a large number of global as well as – Akara Fund AG and its contractual investment Recent experience includes: domestic companies, including several listed fund vehicle in the course of its acquisitions of – Representing Merck KGaA and Merck Schweiz companies, on GDPR compliance. various commercial and residential real estate AG in Switzerland against Merck & Co. Inc. across all of Switzerland. and various other MSD group companies in a – A foreign buyer of a large commercial real high profile litigation. Merck KGaA, seated in Tax estate located in Zurich’s central business Germany, and MSD seated in the US are both Recent experience includes: district. pharmaceutical companies with a common – Focusing on high-end transactional (M&A, PE, – A UHNWI in the course of his purchase of a origin. real estate), structured finance, capital market, large villa in St. Moritz. – Representing Invicta Watch Company of corporate restructuring and relocation work, – Swiss Finance & Property and their respective America, seated in the US and its affiliate on leading tax controversy, and on prominent investment fund vehicle in various substantial Glycine Watch SA, a traditional Swiss watch estate planning. real estate transactions as buyer of commer- manufacturer seated in Switzerland in pro- – Assisting in the tax efficient structuring of cial and residential real estate. ceedings brought by Giorgio Armani S.P.A. auction procedures and acquisition transac- – Advising a leading Swiss Bank in connection before the commercial court of Berne regard- tions including management participation and with the purchase of several real estate devel- ing the infringement of unfair competition and finance. opment projects in the Italian speaking part of trademark law. We brought and won this case – Developing and launching new forms of struc- Switzerland. before the Swiss Supreme court. tured finance and refinance. – Advising a multinational company on a com- – Advising listed companies, large multinatio- plex multi-jurisdiction litigation in the field of nals and leading financial institutions, entre- Public Law trademark and business secrecy/know-how preneurs and family-owned businesses who Recent experience includes: in relation to major probiotic product. Various have chosen to retain Walder Wyss as their – Advising Swiss Federal Railways in dispute injunction proceedings, trademark opposition Swiss legal and tax counsel. regarding the operation permits for a new proceedings, cancellation proceedings and – Representing corporate and private clients in fleet of rolling stock. negotiation of distribution agreement. audits and contentious matters in all fields of – Advising public utilities group on a complete – Advising a global Swiss-based financial ser- taxation and regularly before the Swiss Fed- restructuring; various interfaces with federal vices group on several global IT outsourcing eral Supreme Court as one of the leading tax regulator and state authorities; transfer of transactions, including drafting and negotia- litigation firms in Switzerland. permits and concessions, etc. ting the contracts and assisting in their imple- – Representing large international banks as well – Successful representation of Swiss Nuclear mentation. as large Swiss industrial companies in mat- Power Operator against an NGO attempt to – Representing and advising major industrial ters concerning foreign withholding taxes and shut down two plants due to alleged seismic company in a world-wide patent litigation con- foreign tax credits. security issues. cerning nullity, infringement and vindication – Advising major foreign financial institutions – Advising Swiss Universities on IT and HR of a patent family in the field of beam cutting on Swiss dividend withholding tax refunds related matters. technology. through the judicial system up to the Swiss – Advising intergovernmental organization on – Advising a biopharmaceutical company on the Federal Supreme Court. joint IT procurement initiative. possible implications of the distribution of the – Advising regional rail operator on implementa- medicinal product in Switzerland under the tion of new resource planning system. temporary license to distribute and in prepa- – Advising Canton of Zurich on large scale clean- ration of possible court proceedings in up projects for industrial dump sites. – Chair of the expert group formed by the Swiss Switzerland in the last five years. Walder Wyss – Advising a large group of Swiss heirs regard- Confederation for the revision of the Federal had helped the company with their strategy ing the partition of two estates which belong Law on Public Procurement. and their application. to the community of heirs since thirty years – Advising the Swiss Confederation on procure- – Ongoing representation of several pharma- and comprise highly valuable assets (wealth ment of new ID Card and on electronic identity. ceutical companies before Swiss Government, of approx. USD 200m). Inheritance law and tax – Advising and representing the Swiss Swiss Federal Administrative Court and Swiss advice regarding the liquidation of the estates. Confederation as well as Swiss cantons in Federal Supreme Court in market access and complex public procurement transactions and pricing matters. Antitrust / Competition court cases. – Advising on and representing numerous phar- Recent experience includes representing: – Advising Swiss Federal Railways in two high maceutical and biotech companies in regula- profile procurement matters. tory matters including white collar crime. – Swisscom in the appeal proceeding before the – Advising one of the major pharmaceutical Swiss Federal Supreme Court regarding the trade associations on market access and regu- fine imposed by the Swiss Competition Com- Employment latory matters. mission (ComCo) for an alleged price squeeze Recent experience includes: – Ongoing representation of several private in the broadband market. – Merger of 19 companies operating the vari- and public hospitals and clinics in litigations – Tamedia AG in the acquisition of Goldbach ous stores to one legal entity. At the time the regarding questions of pricing against health- Group, a leading player in the marketing of merger was effected, the stores had to close care insurers and government authorities. TV and radio advertising. The merger was due to the COVID-19 issues and to apply for – Advising several Swiss and foreign VC funds in approved by the Swiss Competition Commis- governmental furlough support for its em- investments in biotech start-ups. sion after a phase II investigation. ployees. Coordination of furlough applications, – Aduno Group in the Apple Pay investigation complex amendments to application due to conducted by ComCo. merger, advising client on cost saving program Private Clients – Swiss Federal Railways and Swiss Combi, a (paycuts, vacation reduction, time banking Recent experience includes: company held by four major Swiss logistics reduction). Challenging of negation furlough – Advising a non-Swiss UHNWI (wealth of companies, in the merger control proceed- decisions in court. Planning of store re-open- approx. USD 300m) on his estate planning by ings related to the acquisition of joint control ings (health & safety, staff rotation, reduced revising his existing structure for his wealth over SBB Cargo AG. SBB Cargo AG is the lead- operations, limited redundancies). and adapting it to the new legal environment. ing freight train operator in Switzerland. The – Advising a multinational natural resources Tax and legal advice regarding private and merger was cleared by the Swiss Competition company on a mass dismissal, change of charitable foundations. Commission (ComCo) after a phase II investi- employment terms and the relocation of the – Advising executors of a non-Swiss UHNWI, gation. remaining business in Switzerland. who resided in Switzerland, on the Swiss – Migros (the leading Swiss retailer) and its – Advising a listed multinational group of com- issues of his multinational estate (wealth of subsidiary Medbase AG in the establishment panies on the reorganisation of its worldwide approx. USD 800m) and tax issues with regard of two joint venture companies together with HR structure (building of a limited number of to the trust established by the deceased. Zur Rose Group. Zur Rose Group is a SIX- worldwide hubs which are responsible for all Walder Wyss is furthermore engaged to assist listed company and the leading mail-order HR aspects within the group) and on the imple- in the liquidation of the estate including the pharmacy in Switzerland and many European mentation of such new HR structure. sale of a property with a value of approx. countries. – Advising a listed company on the set up of a CHF 60m and the liquidation of a charitable – Swiss Post regarding the restructuring of the new equity incentive and investment plan for foundation. joint venture called TNT Swiss Post – a joint its top management. – Advising a young entrepreneur, a non-Swiss venture with TNT (and now FedEx). – Advising a listed company on all labor law UHNWI with a wealth of approx. USD 150m – British Airways in the air cargo investigation issues relating to the takeover by another regarding his cross-border estate planning and in the appeal proceedings in Switzerland. listed company. Specifically, execution of mass and the establishment of a charitable foun- dismissal proceedings, expert opinions on dation to support a sustainable environment. procedural pitfalls in social plan negotiations, – Relocation to Switzerland of top executive at preparation of a social plan with complex NYSE-listed company, including pre-immi- questions regarding early retirement, con- gration estate and tax planning, in particular ducting social plan negotiations with employee advice on the Swiss succession and tax treat- representatives and finally implementation of ment of substantial family trusts and import of social plan; representation of listed company USD 60m aircraft. that was taken over in bonus disputes. – Advising a Swiss industrialist on the setup of a charitable foundation funding a range of Employees humanitarian, educational and cultural Around 240 legal experts projects in Africa. Healthcare & Life Sciences Around 100 employees in support functions Recent experience includes: – Advising a LATAM billionaire heiress on her intended relocation to Switzerland, includ- – First time ever in Switzerland that a phar- Walder Wyss Ltd. ing sophisticated analysis of treaty benefits maceutical therapeutic-cross-comparison Zurich, Geneva, Basel, Berne, Lausanne, Lugano regarding the distribution of very substantial by Swiss Government was successfully chal- dividends in several jurisdictions. lenged before Swiss Federal Administrative Phone +41 58 658 58 58 – Advising a Swiss resident on the sale of a sub- Court. The Swiss Government accepted the Fax +41 58 658 59 59 stantial residential property (ultimately owned verdict won by Walder Wyss. [email protected] by a family trust). Tax and legal advice regard- – Fastest positive reimbursement & pricing ing the transaction. decision for an innovative cancer drug in www.walderwyss.com