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Homburger advises Joint Global Coordinators and Joint Bookrunners in EFG International's CHF 295 m rights offering in connection with the proposed acquisition of BSI

18 May 2016

On May 11, 2016, EFG International, a global private banking group offering private banking and asset management services, headquartered in Zurich, announced the results of its rights offering further to the ordinary share capital increase approved by the Annual General Meeting on April 29, 2016.

46,465,975 new shares were subscribed for by existing shareholders in the rights offering, and 1,700,000 new shares were purchased by investors in the international offering, resulting in a total amount of 48,165,975 new shares. Based on the offer price of CHF 6.12 per new share, EFG International raised gross proceeds of approximately CHF 295 m. The proceeds will be used to partly finance the proposed acquisition of BSI.

As per its commitment, EFG Bank European Financial Group SA (EFG Group) has subscribed for 44,329,748 new shares in the rights offering in the amount of CHF 271 m and will hold 63.4% of EFG International’s share capital post-closing of the ordinary share capital increase.

The listing of the new registered shares became effective on May 13, 2016.

This transaction is part of the overall financing of the acquisition of BSI. Following the result of the rights issue, EFG International intends to issue additional shares from authorized share capital as consideration to the seller BTG Pactual (BTG) (on a non pre-emptive basis) at the closing of the acquisition of BSI for CHF 178 m. In addition, EFG will issue and BTG will subscribe to AT1 capital instruments for an amount of CHF 34 m. Furthermore, BTG will receive additional 4.02 m new shares in relation to the anti-dilution provisions included in the acquisition agreement. Post-closing of the acquisition of BSI, EFG Group and BTG are expected to own a stake in EFG International of 44.4% and 30.0%, respectively.
 
Homburger AG acted as legal counsel to Citigroup Global Markets Limited, Credit Suisse AG, Morgan Stanley & Co. International plc and UBS AG, who acted as Joint Global Coordinators and Joint Bookrunners in the offering. The Homburger team was lead by partner Frank Gerhard (Corporate | M&A) and comprised partner Stefan Oesterhelt (Tax) and associates Sergio Bortolani and Dominik Aerni (both Corporate | M&A).

Matter Type
Banking & Finance - Capital Markets: Equity
Industry
Finance & Banking
News Category
M&A
Banking & Finance