Types of corporate tax work
In comparison to the record-breaking year of 2018, M&A activity in 2019 was slightly lower. Four hundred and two deals involving Swiss companies and investors were reported, with a transaction value amounting to USD 127bn. Two-thirds of that amount was attributable to the 10 largest mergers and acquisitions. These were driven primarily by two pharmaceutical groups, Novartis International AG and Roche Holding AG. The spinoff alone of Novartis' eye care division Alcon AG contributed almost a quarter of the total transaction volume in 2019. Furthermore, the industrial sector and the technology, media and telecommunications (TMT) sector were also key driving forces in Swiss M&A business, with a transaction amount of 127 and a transaction volume of USD 23.3bn. Notably, Swiss companies acquired significantly more foreign companies than vice versa.
In addition to traditional tax litigation matters, international requests for exchange of information remain a highly prolific ground for tax litigations in Switzerland. Switzerland continues to receive a large number of requests for assistance under the double tax treaties (DTTs) and agreements on the exchange of information, and the Multilateral Convention on Administrative Assistance. Around 20% of these requests concern corporate entities.
Most of the cases deal with procedural aspects of the administrative assistance requests, such as the possibility to use information in respect of third persons, provision of information in respect of third persons (which is a common concern when, for example, the data in respect of bank account transactions is provided), and the obligation of the Swiss Federal Tax Administration (SFTA) to inform third persons ex officio and provide them with a possibility to object to the disclosure of information by way of administrative assistance.
The fact that the decisions of the Swiss Federal Supreme Court often reverse the decisions of the Swiss Federal Administrative Court shows that there are still many aspects of the administrative assistance practice that remain uncertain
This was also the case with the decision of the Swiss Federal Supreme Court of 26 July 2019, which reversed the decision of the Swiss Federal Administrative Court and allowed the SFTA to provide information on more than 40,000 UBS bank accounts by way of administrative assistance to France.1 The decision not to qualify France's request for administrative assistance as a "fishing expedition" is likely to lead to an expansion of the administrative assistance practice and a further lowering of the hurdles for granting it.
Financing transactions and liquidity enhancement measures
With the Swiss economy feeling the impact of the COVID-19 pandemic, the first half of 2020 saw an increase in financing and re-financing transactions, as well as other measures aimed at liquidity management of the balance sheet situation. The types of work range from the issuance of straight bonds and credit facility agreements to equity issuances and issuance of convertible bonds, or a combination of all of the above. For example, in April 2020, Dufry AG placed 5.5m of its shares and CHF 350m of convertible bonds and secured a commitment for a new CHF 425m credit facility.
For liquidity reasons or because of the requirements for emergency loans from the federal government, companies may have to waive the distribution of already declared dividends or change the purpose of the share buybacks, for example, by placing the treasury shares on the market or distributing them as dividend in-kind. All such measures require a careful tax analysis to avoid adverse tax consequences.
During 2019, seven companies (Novavest Real Estate AG, Achiko Limited, SoftwareONE Holding AG, Aluflexpack AG, Stadler Rail AG, Alcon AG, and Medacta Group SA) were listed on the Swiss stock exchange. The largest addition was not a classic IPO. The eye care company Alcon was spun off from Novartis. However, the addition of Alcon was the largest entry on the Swiss stock exchange in the last decade. Due to the current COVID-19 pandemic, fewer IPOs than normal are expected in 2020.
Significant deals and themes
The following deals stood out in 2019 and early 2020, all requiring tailored corporate tax advice for the transaction itself, the integration or the debt financing:
- Migros-Genossenschafts-Bund sells Globus: On 5 February 2020, MigrosGenossenschafts-Bund sold Magazine zum Globus AG (Globus) along with eight associated real estate properties to a joint venture of SIGNA Holding GmbH and Central Group. SIGNA and Central jointly own Germany's KaDeWe Group, and Central Group currently owns Italy's Rinascente and Denmark's ILLUM, all leading luxury department stores in Europe.
- Far Point Acquisition Corporation merges with Global Blue: In January 2020, Far Point Acquisition Corporation, a special purpose acquisition company (SPAC) co-sponsored by the institutional asset manager Third Point LLC, and Swiss-based Global Blue, a strategic technology and payments partner empowering global merchants to capture the growth of international shoppers, have announced that they will merge, as a result of which Global Blue will become a publicly traded company on the New York Stock Exchange. The deal is structured as a triangular reverse merger. Far Point and new investors, including Ant Financial Services Group, the operator of Alipay, will invest a total of approximately USD 1.0bn reflecting a total enterprise value of Global Blue of EUR 2.3bn
- Clariant AG sells global Masterbatches business to PolyOne: On 19 December 2019, Clariant AG sold its entire Masterbatches business to PolyOne Corporation for a total transaction value of USD 1.56bn. The transaction is expected to close in the third quarter of 2020.
- Capvis acquires Tertianum Group: On 13 December 2019, Capvis acquired Tertianum Group from Swiss Prime Site AG. The transaction included over 80 residential and care centres as well as elderly residences distributed throughout Switzerland.
- IWG sells Regus Holding GmbH: On 4 November 2019, IWG plc sold Regus Holding GmbH of Zug, Switzerland and its 38 flexible co-working locations in Switzerland to a joint venture owned by private banking group J. Safra Group and real estate investor P. Peress Group
- Nestlé SA sells Nestlé Skin Health: On 2 October 2019, Nestlé SA sold its Nestlé Skin Health division to a consortium of investors led by EQT, Luxinva SA (a wholly owned subsidiary of the Abu Dhabi Investment Authority) and PSP Investments for a value of CHF 10.2bn.
- DSV completes public exchange for Panalpina: On 19 August 2019, DSV A/S of Hedehusene, Denmark, completed its announced public exchange offer for all publicly held shares of Panalpina Welttransport Holding AG of Basel, Switzerland (listed on SIX Swiss Exchange). The total value of the transaction is approximately USD 5.5bn.
- CRH sells its European distribution business to PE funds managed by Blackstone: On 16 July 2019, CRH plc sold its European distribution business to private equity funds managed by Blackstone Group Inc. The distribution business supplies building materials through a network of local and regional brands across six countries in Western Europe, including Switzerland. The transaction value amounted to EUR 1.64bn.
- Pfizer acquires Therachon: On 8 May 2019, Pfizer Inc. entered into an agreement to acquire all shares in Therachon Holding AG for USD 340m upfront and an additional USD 470m contingent on the achievement of key milestones in the development and commercialisation of TA-46 for the treatment of achondroplasia, a genetic condition and the most common form of short-limbed dwarfism. The acquisition does not cover Therachon's apraglutide development programme, which was spun off into a separate, independent company.
- Medical Properties Trust acquires a 46% stake in Infracore SA: On 27 May 2019, Aevis Victoria SA sold a 46% stake in Swiss healthcare real estate company Infracore SA to Medical Properties Trust, Inc. Infracore SA has a value of approximately CHF 1bn and the shares were sold at a price of CHF 51 per share. The Infracore portfolio is comprised of 13 state-of-the-art acute care hospital campuses located throughout Switzerland and operated primarily by Swiss Medical Network, a wholly owned Aevis subsidiary.
Originally published 04 August, 2020
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