Private Equity, Venture Capital, Corporate Finance Factsheet We provide legal services in the context of risk capital transactions and assist companies during their various stages of development (seed financing, early stage financing, growth financing and sale to additional capital investors, including management buyouts, leveraged buyouts, trade sales and IPOs). 1/11
We support emerging companies and investors in the legal structuring of their financing, the preparation of term sheets and agreements and also the planning and implementation of exit scenarios. Private Equity is our focus. VISCHER is a national leader in the private equity sector. We work with private equity investors and companies to successfully complete transactions. Our team of over 30 attorneys covers the full life cycle of our clients investments - from company or fund formation to exit and everything in between. We seek a practical, client-oriented approach and structure innovative, tax-advantaged solutions for our clients. We understand the industry. Understanding our clients requires more than just analyzing the legal issues. We have unique experience in a variety of industry sectors, including: aviation business services consumer products energy including clean technology financial services healthcare industrial manufacturing IT life sciences media and entertainment telecommunications Our core team is drawn from lawyers who have the experience and industry knowledge to advise clients across a wide spectrum of industry sectors. We work hard to understand our clients businesses and industries so that we can add value to their strategic plans and anticipate and solve their legal challenges. We are committed to being highly responsive, accessible advisors and to providing experienced attention for each of our clients. From start-up to maturity. Our specialized attorneys advise companies in all stages of development including start-ups, VC financed development stage companies, and publicly traded industry leaders. Knowing the demands of industry partners and the capital markets is essential to put companies on the right track, from the very beginning. Our work often requires skills in specialist areas such as antitrust, tax, and employment and we are supported by lawyers with expertise in these fields. Our work includes: incorporation of companies early stage development financing by business angels early and late stage financing by private equity investors 2/11
debt financing (including LBOs) sale and acquisition of privately held companies listing of shares and secondary offerings of listed shares MBOs and MBIs restructurings and refinancing employee incentive schemes (stock options and share plans) establishment of private equity funds (onshore and offshore) including limited partnerships, carried interest and co-investment plans Why Vischer VISCHER s Private Equity group is one of the largest such practice groups in Switzerland. Our Private Equity group stays abreast of the latest developments and takes an active role in pursuing innovative solutions for our clients. We actively promote the development of sector specific know-how among our team of lawyers and cover all areas of business and administrative law. We strive for solutions that support your business model in an optimal way while remaining flexible. For complex or long term mandates, we establish a client team to ensure comprehensive legal services with a high level of expertise. This team organization enables us to provide cost effective professional services and to maintain our focus on the client's specific needs. VISCHER provides legal advice in Swiss law throughout Switzerland. Services in French and Italian are provided by Swiss lawyers with French or Italian mother tongue. A strong network of correspondent law firms around the world enables us to handle cross border mandates swiftly and efficiently. Specialities We have acted in a multitude of transactions advising companies and investor syndicates, structuring deals, and implementing various transactions. Growth Financing. We have advised companies and investor syndicates in over 40 financing rounds with deal values from CHF 300'000 to CHF 85 million. Mergers & Acquisitions. Our M&A team assists our clients in the preparation of M&A transactions. We assist buyers and sellers in due diligence, contract negotiation and closing; we also resolve IP, tax, regulatory, labor, environmental, real estate, and other ancillary issues. 3/11
Management Buy-Out. We have assisted in several management buy-outs, implementing the tax driven structure on the buyer's side and the related finance documentation. Restructuring and Demergers. We help companies benefit from the flexibility created by the new Swiss merger law including spin-offs, split-offs, and divestitures. Our firm has published one of the leading commentaries on this law and has gained an excellent reputation in this field. Tax Advice (including VAT). We assist companies in implementing an optimal tax structure. For start-ups, we obtain formal tax relief and analyze their VAT needs. Our tax team of seven qualified tax experts assists in all tax matters. Corporate Governance. We design the optimal corporate governance structure tailored to the needs of your company. Our expertise with listed companies helps us design structures for smaller companies, which allow for future growth. For listed companies, we advise on disclosures and public reporting requirements. For management transactions, we advise on structure, timing, and compliance with reporting requirements. Fund Formation and Management. We assist in structuring, forming, and administering funds established in Switzerland. Swiss Venture Capital and Private Equity. We advise Switzerland based VCs and private equity companies on investments made both in and outside Switzerland and, if required, coordinate foreign counsel. Non-Swiss Venture Capital and Private Equity. We advise VCs and private equity companies on Swiss portfolio investments, including requirements set by German tax legislation for investments in Switzerland. Employee Participation (Option Plans, Share Plans). Our tax team, using our corporate and labour expertise, has helped to find solutions for this key tool of many companies. We have drafted and implemented a large number of stock option and share plans, including the drawing up of tax structures and obtaining any necessary rulings from the various cantonal tax authorities. Selected recent transactions include: VISCHER advised the Japanese electronics manufacturer Toshiba Corporation on Swiss law in its USD 2.3 billion acquisition of the entire equity of the innovative Swiss-based meter maker Landis+Gyr from a large group of private equity investors. The acquisition will substantially enhance the scope of Toshiba's smart grid and smart community businesses and position the company as a global competitor with world-class capabilities. In 2011, Repower, an international, SIX listed energy company based in Switzerland with total operating revenues of CHF 2.3 billion in 2010, founded Repartner Produktion AG and subsequently sold share participations of it to Liechtensteinische Kraftwerke (LKW), IBAarau and Wasserwerke Zug AG (wwz). Repartner Produktions AG offers medium-sized energy suppliers access to Swiss and foreign energy 4/11
production plants and projects of Repower. The current production portfolio comprises the hydro power plant at Taschinas in Switzerland and two wind farms in Germany. The target portfolio will have approx. 400 MW power and a total value of CHF 1 billion. VISCHER advised Repower on corporate, regulatory and tax aspects in the structuring and formation of Repartner Produktions AG and on all agreements necessary to implement this innovative partnering model. VISCHER advised German private equity firm HANNOVER Finanz GmbH in the acquisition of the hardware business of California based and LSE listed Kofax plc. VISCHER advised the owner of Swiss Adaxys Group, a leading EMS group in the DACH region, in the sale of the entire share capital to CCS Holding AG which is controlled by Zurmont Madison Private Equity LP. VISCHER advised German WEKA Group, a leading European media group, in the acquisition of the Swiss ZfU International Business School AG, a leading provider of management education and training in the German-speaking European countries. VISCHER acted as Swiss counsel to Saba Software Inc., the premier people cloud provider, in its acquisition of Swiss-based COMARTIS Group, a leading company in the testing and assessment market. VISCHER advised Vincorex, a leading proprietary high frequency stock trader, and their major shareholders in the share acquisition and investment by UK Kyte Group Limited, a leading agency clearer on LIFFE, Eurex, CME and ICE and a premier broker to Tier 1 banks, hedge funds and professional traders. VISCHER acted as counsel to the sellers of Unitpool AG, a leading airline container pooling company managing a fleet of units across more than 250 airports for a group of 24 member airlines, to Australian Securities Exchange listed Bramles Limited. VISCHER advised EOS Holding SA in the acquisition of various windpark portfolios in Europe. VISCHER acted as lead counsel for the Singapore listed Olam International Ltd in connection with the purchase of the tropical hardwood production business of Dalhoff Larsen & Hornemann A/S. The transaction included the purchase of all the shares in the Swiss company tt Timber International AG as well as in subsidiaries in three African countries. VISCHER acted as Swiss counsel to London investment company Vision Capital LLP in the acquisition of a portfolio of three companies from Paragon Secondary Partners LP including Swiss-based Swisshaus AG. VISCHER advised YFM Equity Partners portfolio company Fishawack in its acquisition of Swiss medical communication service provider Phocus Holding GmbH. VISCHER assisted Nitec Pharma AG, Reinach, Switzerland, a company that is developing and commercializing innovative medicines to target unmet therapeutic needs in arthritis, pain and inflammatory diseases, with regard to the merger and business combination with Horizon Therapeutics, Inc., USA. VISCHER advised Biomedinvest and BB Biotech Ventures in a Series A financing round of CHF 18 million (EUR 9.5 million) in Aleva 5/11
Neurotherapeutics SA in Lausanne. Aleva develops next-generation implants for Deep Brain Stimulation (DBS) in major neurological indications such as Parkinson's disease and depression. VISCHER represented Biognosys AG in their financing round with Syngenta. Biognosys proteomics platform can quantify proteins from any organism, across experimental conditions, on a multiplexed scale. VISCHER advised the lead-investor Edmond de Rothschild Investment Partners (EdRIP) in a Series C round of CHF 18 million (USD 20.4 million) in GenKyoTex SA in Geneva. The company is the NOX enzyme specialist developing a compound for the treatment of diabetic nephropathy. VISCHER advised Swiss biotech firm and Merck KGaA spin-off Vaximm AG, in Basel, in a private financing round totaling CHF 7.8 million from new and existing investors. BB Biotech Ventures and Merck KGaA were joined by new investors Sunstone Capital, Merck Serono Ventures and BioMedinvest. The Company is developing an investigational oral T-cell vaccine that is designed to elicit an immune response against vascular endothelium growth factor receptor-2 (VEGFR-2), a well characterized target for anti-angiogenic intervention. VISCHER advised Pantec Biosolutions AG, in Liechtenstein, a company developing innovative technologies for transdermal drug delivery, in a CHF 20 million investment achieved by two financing rounds. VISCHER advised Vivocell Biosolutions AG, in Zug, a company establishing a cord blood stem cell bank for autologous and allogene precaution, in a CHF 24 million investment achieved by a series of financing rounds. VISCHER assisted Swiss BioMedPartners, one of the leading European healthcare venture capital firms, in the establishment and closing of BioMedInvest II L.P., its second healthcare venture capital fund, which raised CHF 106 million. BioMedInvest II L.P. is a healthcarededicated fund that invests in private early- to mid-stage companies in Germany, Switzerland and neighbouring European countries. VISCHER advised ii4sm The Institute for the Safety of Medicine, in Basel, in a series of private financing rounds. Additional Services Our clients regularly require advice across a full range of issues affecting their business, including the following fields: Litigation and Arbitration. We represent parties in litigation or arbitration and advise on opportunities to resolve disputes prior to or during proceedings. Dispute Resolution is a core competence of VISCHER. With a team of 14 practitioners who primarily focus on litigation and arbitration, we have one of the largest litigation departments in Switzerland. Employment Contracts and Litigation. Our dedicated employment law team has vast experience relating to employment contracts, consulting agreements, employment manuals and employment litigation before specialized employment courts. 6/11
Tax and VAT. VISCHER s tax team is focused on corporate taxation and the long-term assistance of corporations, i.e., setting up and maintaining tax structures within groups, both national and international. We set up principal structures, as well as domiciliary companies, for companies selling life sciences products outside Switzerland. Our clients can expect competent, tailor-made solutions, encompassing both the underlying civil law structures and the resulting tax law issues. Insolvency Law. We advise and represent both creditors and debtors in complex financial restructurings and advise directors and management about liability risks in insolvency situations. Competition Law. We advise on diverse competition matters, including Swiss Competition Commission inquiries, compliance and merger investigations. 7/11
Team Teamleader Teamleader Robert Bernet rbernet@vischer.com Sebastian Burckhardt and Civil Law Notary sburckhardt@vischer.com Gian-Andrea Caprez gcaprez@vischer.com Benedict F. Christ bfchrist@vischer.com Adrian Dörig adoerig@vischer.com Felix W. Egli fegli@vischer.com Jana Essebier jana.essebier@vischer.com Stefan Grieder sgrieder@vischer.com Markus Guggenbühl mguggenbuehl@vischer.com Jürg Luginbühl jluginbuehl@vischer.com Matthias Staehelin and Civil Law Notary mstaehelin@vischer.com 8/11
Sebastian Huber shuber@vischer.com Sara Ianni sianni@vischer.com David Jenny djenny@vischer.com Thomas Krizaj tkrizaj@vischer.com Peter Kühn pkuehn@vischer.com Janusz Marty jmarty@vischer.com Christoph Niederer, Swiss Certified Tax Expert cniederer@vischer.com Vincent S. Reardon vreardon@vischer.com Dania Salvisberg-Schneider dsalvisberg@vischer.com Nadia Tarolli Schmidt, Swiss Certified Tax Expert (2008) ntarolli@vischer.com Seraina Tsering stsering@vischer.com Manuel Ulrich mulrich@vischer.com 9/11
David Weber dweber@vischer.com Christian Wyss cwyss@vischer.com Dominic A. Wyss dwyss@vischer.com 10/11
About Vischer We effectively support our clients in a solution oriented manner in legal, tax and regulatory matters. Our lawyers, tax experts and notaries are organized in the specialist practice teams listed below, each led by an experienced partner. This enables us to individually tailor our services to meet the requirements of the individual project in the most effective manner. Our offices are located in Zurich and Basel, the two largest business centers of Switzerland. Independence is a key factor for the optimal protection of client interests. We therefore put great value on a very high conflict of interest standard that is no longer obvious in the international legal industry. In order to also remain independent in transborder transactions, we have built up our own global network of foreign law firms enabling us to select our foreign attorneys based exclusively on the requirements of the individual mandates and without having to take into consideration the instructions of a law firm group or a network organization. - Antitrust and Competition Aviation Banking and Finance Civil Law Notaries Compliance Support Corporate and Commercial Employment Law Energy Health Care Immigration Information and Communication Technology Intellectual Property Life Sciences, Pharma, Biotech Listed Companies Litigation, Arbitration Media and Entertainment Mergers & Acquisitions Pension Funds Private Clients Private Equity, Venture Capital, Corporate Finance Public Sector and Regulatory Real Estate Restructuring and Insolvency Tax White Collar Crime Zürich Vischer AG Schützengasse 1 8021 Zürich Switzerland Tel +41 58 211 34 00 Fax +41 58 211 34 10 Basel Vischer AG Aeschenvorstadt 4 4010 Basel Switzerland Tel +41 58 211 33 00 Fax +41 58 211 33 10 11/11