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An article by Audrey Durand for GesKR

Zurich, March 2024 | Vista Klinik Holding AG, domiciled in Binningen (Switzerland), integrated into its network Augenzentrum Muttenz-Pratteln GmbH, a renowned provider of ophthalmological services in Baselland. The eye centre operates a total of three ultra-modern sites in the municipalities of Muttenz and Pratteln with first-class medical equipment, including state-of-the-art surgery facilities (focused on intravitreal injections). Founded over 30 years ago, Vista Augenpraxen & Kliniken has become a leading centre of excellence for ophthalmology in Switzerland. With its numerous locations, Vista has a broad network of eye clinics and eye practices. At all sites, specialised ophthalmologists offer all treatments and surgical interventions relating to the eye. In this way, Vista guarantees comprehensive and lifelong care for its patients. Forward-looking research activities and the continuous training of all employees ensure quality and sustainability at all sites. A team of CMS Switzerland, led by Stefan Brunnschweiler and Franziska Hammer, advised Vista Augenpraxen & Kliniken on all legal matters of the transaction. CMS Switzer­land­Stefan Brunnschweiler, Partner, Corporate / M&AFranziska Hammer, Counsel, Corporate / M&A          Christoph Willi, Partner, Life Science & HealthcareMiryam Meile, Associate, EmploymentRafael Gruber, Attorney Trainee

Zurich, March 2024 | An international CMS team under the lead of Stefan Brunnschweiler and Florian Jung provided comprehensive advice to Ypsomed (SIX: YPSN) on all legal aspects regarding the sale of its pen needle and blood glucose monitoring systems (BGMs) businesses to Medical Technology and Devices S.p.A. (MTD). Ypsomed is supporting a reliable transition to ensure the supply of pen needles to people around the globe who inject insulin and other hormones. During a transition period, Ypsomed will produce pen needles as a contract manufacturer and provide certain services to facilitate a seamless transfer. The production equipment will be gradually moved to the MTD sites by mid-2025. The business with pen needles and BGMs to be transferred to MTD accounted for sales of CHF 52 million in FY 2022/23 and CHF 18 million in the first half of FY 2023/24. The closing of the transaction and thus the transfer of the business with pen needles and blood glucose monitoring systems is expected in summer 2024, after which the transition will begin, and is subject to customary respectively regulatory conditions. Ypsomed is the leading developer and manufacturer of injection and infusion systems for self-medication and a renowned diabetes specialist. The company will celebrate its 40th anniversary in 2024. As a leader in innovation and technology, it is a preferred partner of pharmaceutical and biotech companies for pens, autoinjectors and pump systems for administering liquid medications. Ypsomed presents and markets its product portfolios under the umbrella brand mylife Diabetescare directly to patients, pharmacies, and hospitals as well as under Ypsomed Delivery Systems in busi­ness-to-busi­ness operations with pharmaceutical companies. Ypsomed is headquartered in Burgdorf, Switzerland. The company has a global network of production facilities, subsidiaries, and distribution partners. Ypsomed has over 2,200 employees worldwide. CMS ZurichStefan Brunnschweiler, LL.M., Managing Partner, Head Corporate/M&AFlorian Jung, LL.M., Senior Associate, Corporate/M&ASamuel Felix Gang, LL.M., Senior Associate, Corporate/M&AAnna Mast, Associate, Corporate/M&AAlexander Salamon, Attorney Trainee, Corporate/M&AMarquard Christen, LL.M., MAS, Partner, Com­pet­i­tion­Sophia Rovelli, Attorney Trainee, Com­pet­i­tion­Nad­ine Anwander, Attorney Trainee, CompetitionDr Matthias Kuert, LL.M., Partner, Capital MarketsMark Cagienard, LL.M. VAT, Partner, TaxChristian Gersbach, LL.M., Partner, EmploymentDirk Spacek, LL.M., Partner, IT/IPCMS ParisAlexandra Rohmert, Partner, Corporate/M&AVincent Desbenoit, Associate, Corporate/M&ACaroline Froger-Michon, Partner, Em­ploy­ment­Ca­mille Baumgarten, Associate, Em­ploy­ment­Aliénor Fevre, Counsel, CommercialManon Fleury, Associate, Com­mer­cialJean-Hugues de la Berge, Partner, TaxWilliam Hamon, Partner, TaxCMS FrankfurtDr Heike Wagner, Partner, Corporate/M&ADr Tobias Kilian, Of Counsel, Corporate/M&ADr Reiner Thieme, Associate, Corporate/M&ACMS HamburgDr Heike Wagner, Partner, Corporate/M&A

This year CMS Switzerland has been recommended by The Legal 500 in 21 categories in the European, Middle Eastern and African (EMEA) edi­tion. In addition, 6 of our lawyers are recognized individually for their expertise as "Leading Individuals" or "Next Generation Partner" in the areas of Competition, Insolvency & Corporate Recovery, Insurance, Public Law, Real Estate & Construction and TMT.

Frankfurt/Main – CMS has announced the findings of the 16th edition of the CMS European M&A Study 2024, offering an in-depth analysis of the mergers and acquisitions landscape based on transactions CMS advised on. The Study analyses a record 559 deals throughout 2023, indicating the resilience and adaptability of the European M&A market amidst challenging global conditions. The high number of completed deals is testament to CMS’s strength in the market, despite the well-documented general downturn in deal activity across the globe. The 2024 Study reveals key trends in the M&A sector, including a notable shift in deal-making strategies, a rise in ESG due diligence and strategic investments outpacing financial investments. Despite a complex macroeconomic environment, the Study identifies a robust pipeline of deals for 2024, underpinned by a gradual stabilisation in the market, with lower interest rates and lower inflation. Key Findings and Takeaways: Sustained Deal Activity: Despite geopolitical tensions and economic challenges, 2023 witnessed a resilient M&A market, with CMS advising on a record number of deals. This resilience signals a robust appetite for strategic acquisitions and a promising outlook for 2024. Pricing Structures Shift: There was a notable decrease in purchase price adjustments (PPAs) and earn-outs, suggesting a move towards more stable and predictable deal structures. This trend suggests increasing confidence in valuation accuracy and financial stability. However, the reduced use of locked box structures in smaller transactions indicates lingering uncertainty regarding pricing. ESG Still Emerging in Deal Considerations: While specific ESG due diligence has seen an uptick, rising to 47% from last year's 33%, the incorporation of ESG factors into deal structures remains modest. This area is expected to grow as regulatory and reputational pressures increase. Rise in Strategic Investments: The study observed a significant presence of strategic investors both as buyers and sellers, indicating a strategic reshaping of business portfolios in response to evolving market conditions. Risk Allocation: The standard limitation period for operational warranties, although reducing, remains between 12 to 24 months across most transactions, with liability caps below 50% of the purchase price being seen in the majority of cases, maintaining consistency with previous years.W&I Insurance Stability: The utilisation of Warranty & Indemnity insurance in European deals, particularly in the larger transactions, has stayed consistent with 2022 levels, with the UK leading in its use. Geopolitical and Economic Factors: The Study acknowledges the ongoing impact of geopolitical tensions and economic uncertainties on deal-making but also points to recovering confidence in the debt markets and potential boosts from election cycles. Louise Wallace, Global Head of the CMS Corporate/M&A Group, said: “The insights from this year's Study not only highlight the resilience of the European M&A market but also point towards interesting and evolving trends that will shape the future of deal-making. Our dedication to providing unparalleled guidance has never been more relevant.”Dr Malte Bruhns, Global Head of the CMS Corporate/M&A Group, added: “Our analysis reveals a market in transformation, adapting to global challenges while identifying new opportunities. This resilience and adaptability underline the strength of our M&A advisory services.” Conclusion: The CMS European M&A Study 2024 underscores an optimistic outlook for M&A activity in Europe in 2024, highlighting resilience amid economic challenges. Key trends indicate a shift towards seller-friendly dynamics and robust deal flow, fuelled by improved market confidence and strategic entry into new markets. Read the full CMS European M&A Study 2024 here. Press Con­tact presse@cms-hs. com

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A cross-border team from CMS has advised On Location, the Endeavor-owned leader in premium experiences, hospitality, and travel, on its strategic investment in Wiz-Team, a leading event and data management technology solution. The investment will support integration of Wiz-Team’s technology and software across the On Location portfolio, with a focus on enhancing guest registration and communication, accreditation, accommodation, and access con­trol. Already, On Location has partnered with Wiz-Team to enhance guest management services across its marquee VIP experiences, travel, and hospitality offerings, including the Olympic and Paralympic Games (for which On Location is the official, exclusive hospitality provider through to the Los Angeles 2028 Olympic and Paralympic Games), Super Bowl, and the Aer Lingus Classic. A team of CMS Zurich and London, led by partner Dr Daniel Jenny and senior associate Florian Jung (both CMS Zurich) as well as partner Nick Crosbie and senior associate Lauren Wood (both CMS London) has advised Endeavor / On Location on this trans­ac­tion.  The team further consisted of Samuel Gang (senior associate; corporate), Alexander Salamon (attorney trainee; corporate), Christian Gersbach (partner; employment), Miryam Meile (senior associate; employment), Mark Cagienard (partner; tax), Dirk Spacek (partner; IP/IT), Michelle Lindenman (associate; real estate; all CMS Zurich); Tetyana Dovgan (partner; corporate), Mariana Saienko (senior associate; corporate); Ihor Pavliukov (associate; corporate; all CMS Kyiv), Marco Casasole (partner; corporate; corporate), Francesco Capasso (Counsel; corporate), Giusy Lauro (counsel; employment; all CMS Rome), David Prync (partner; corporate), and Ségolène Regout (senior associate; corporate; both CMS Brussels). CMS ZurichDr Daniel Jenny, Partner, Corporate/M&AFlorian Jung, Senior Associate, Corporate/M&ASamuel Gang, Senior Associate, Corporate/M&AAlexander Salamon, Attorney Trainee, Corporate/M&AChristian Gersbach, Partner, EmploymentMiryam Meile, Senior Associate, EmploymentMark Cagienard, Partner, TaxDirk Spacek, Partner, IP/ITMichelle Lindenmann, Associate, Real EstateCMS LondonNick Crosbie, Partner, Corporate/M&ALauren Wood, Senior Associate, Corporate/M&ACMS KyivTetyana Dovgan, Partner, Corporate/M&AMariana Saienko, Senior Associate, Corporate/M&AIhor Pavliukov, Associate, Corporate/M&ACMS RomeMarco Casasole, Partner, Corporate/M&AFrancesco Capasso, Counsel, Corporate/M&AGiusy Lauro, Counsel, Employment CMS Brussels David Prync, Partner, Corporate/M&ASégolène Regout, Senior Associate, Corporate/M&A

AEW Energie AG has acquired a participation of 33% in Partino Mobile Energie AG and strengthens its powers in the area of e-mobility. The transaction announced in November 2023 has now been completed. Partino Mobile Energie AG, with registered office in Oberentfelden, is a renowned supplier of intelligent e-mobility solutions. Special focus is made on load management for charging points and the backend to operate charging points. In cooperation with Partino, AEW has fitted intelligent charging stations to several apartment buildings. AEW has built up comprehensive competences in the area of e-mobility and is a position to offer integrated solutions ranging from carsharing (Swiss E-Car) to mobility as a service. AEW Energie AG targets an active an leading role in the e-mobility sector and seeks to invest in integrated solutions and services. To that end, AEW has already been cooperating with Partino for some time. As a consequence of this successful collaboration, the parties have agreed to joining forces even closer. The participation in Partino rounds off AEW's portfolio in the area of e-mobility perfectly."The demand for innovative e-mobility solutions increase sharply. Thanks to the participation in partino, we can expand our competences and our offering in the area of e-mobility significantly. With Partino, we are in position to implement complex projects efficiently an to offer integrated dynamic load management systems, for example for apartment buildings", says Arian Rohs, Head Mobility Solutions at AEW.A team of CMS led by Alain Raemy and Florian Jung has advised AEW on all legal aspects of this transaction. CMS SwitzerlandAlain Raemy, Partner, CorporateFlorian Jung, Senior Associate, Cor­por­ateAl­ex­an­der Salamon, Attorney Trainee, CorporateMark Cagienard, Partner, TaxDavid Schuler, Senior Associate, TaxMiryam Meile, Senior Associate, EmploymentDirk Spacek, Partner, IP/IT

Simpson Strong-Tie has acquired PMJ-tec, a Swiss roofing and facade fastener manufacturer specializing in A2, A4 and other high grade corrosion resistant stainless steel products. PMJ-tec, founded in 1975, has its main office and factory in Switzerland and warehouses as well as sales offices in Germany and the Netherlands. Its products, including bi-metal fasteners, carbon steel fasteners and drainage pipe couplers, are engineered with over 45 years of expertise in the construction fastener industry and manufactured in compliance with rigorous internal and external stand­ards.“PMJ-tec is known not only for its superior quality products, but also for its commitment to the clients and service as well as in­nov­a­tion-ori­ented culture, all of which makes it a perfect match for Simpson Strong-Tie. This acquisition introduces bi-metal fasteners to our product portfolio, which is of great strategic importance to us”, explains Fabio Di Clemente Fabio Di Clemente, Director EU Strategy at Simpson Strong-Tie. Simpson Strong-Tie is the world leader in structural solu­tions-products and technology that help people design and build safer, stronger homes, buildings, and communities. A team of CMS led by Dr Daniel Jenny and Florian Jung has advised the seller on all legal aspects of this transaction. CMS SwitzerlandDr Daniel Jenny, Partner, Corporate/M&AFlorian Jung, Senior Associate, Corporate/M&ASamuel Gang, Senior Associate, Corporate/M&AMark Cagienard, Partner, TaxCMS Neth­er­land­sPi­eter van Duijvenvoorde, Partner, Corporate/M&A

Bruker Corporation, a NASDAQ-listed US tech company, entered into a definitive agreement for the acquisition of Chemspeed Technologies AG, a Swiss provider of vendor-agnostic automated laboratory R&D and QC workflow solutions. Chemspeed is focused on modular automation and robotics solutions for chemical research, pharma drug formulation, materials research for cleantech and consumer applications. The Chemspeed acquisition accelerates Bruker’s entry into lab automation, digitalisation and scientific software solutions. Chemspeed offers modular automation to enhance productivity in R&D and QC departments to achieve more in less time and without additional staff. Chemspeed complements Bruker’s vendor-agnostic plat­form SciY™ for software automation and digital transformation of R&D labs in the life science, biopharma and cleantech industries. An international CMS team headed by Stefan Brunnschweiler and Andrea Relly (Switzerland), in collaboration with the US law firm Nixon Peabody LLP advised Bruker on all legal aspects of the transaction. CMS Switzer­land­Stefan Brunnschweiler, Lead Partner, Corporate / M&AAndrea Relly, Counsel, Corporate / M&ASamuel Gang, Senior Associate, Corporate / M&AAnna Mast, Associate, Corporate / M&AMarquard Christen, Partner, Competition and ComplianceJulia Haas, Senior Associate, Competition and Com­pli­ance­Bernhard Lötscher, Partner, ComplianceSophie Weber, Associate, ComplianceDr Dirk Spacek, Partner, Intellectual PropertyDr Simone Brauch­bar-Birkhäuser, Partner, Intellectual PropertyOlivia Zingg, Associate, Intellectual PropertyMark Cagienard, Partner, TaxJens Lehmann, Senior Associate, TaxMiryam Meile, Senior Associate, Em­ploy­mentSibylle Schnyder, Partner, Real EstateReto Hunsperger, Partner, Com­mer­cialAl­ex­an­der Salamon, Attorney Trainee, Corporate / M&ASophia Rovelli, Attorney Trainee, Corporate / M&AElisabeth Suter, Attorney Trainee, ComplianceCMS BelgiumKai Neuhaus, Partner, Brussel, CompetitionDavid Rappenglück, Associate, Brussel, CompetitionCMS UKRussel Hoare, Partner, Lon­don, Com­pet­i­tion­Claire Barraclough, Associate, Competition

An article by Kaspar Landolt for Finews. ch

An article by Dr. Vaïk Müller for Allnews. ch