Bär & Karrer advises Novartis and Sandoz on Sandoz’s Spin-off

Novartis has completed the spin-off of Sandoz‘s generics and biosimilars business, with the result that Sandoz Group debuted as an independent, publicly traded company. Sandoz shares were successfully listed on the Swiss stock exchange, SIX Swiss Exchange. Sandoz shares are included in the Swiss Performance Index (SPI®) and the Swiss Leader Index (SLI®) and will be included in the SMI Mid Index (SMIM®) from 5 October 2023. In light of Sandoz’ market capitalization of more than CHF 10.5 billion (at yesterday’s close of trading on SIX Swiss Exchange), this was one of the largest spin-offs and listings on the SIX Swiss Exchange ever.

The spin-off has been effected through a tax-neutral dividend-in-kind distribution of Sandoz shares to holders of Novartis shares and of Sandoz ADRs to holders of Novartis ADRs that that was previously approved by Novartis shareholders at an extraordinary general meeting. The spin-off was preceded by the complete legal and structural separation of the Sandoz business into a standalone company through a series of transactions.

Bär & Karrer acted as Swiss legal and tax advisor to Novartis and Sandoz in the planning and implementation of this transaction, including the corporate governance set-up of Sandoz. The team was led by partners Rolf Watter, Urs Kägi, Vera Naegeli and Susanne Schreiber (pictures in order of mention) and included Marie-Cristine Kaptan, Shu Zhang, Linus Zweifel, Florian Schweighofer, Fabian Schlegel, Velibor Blagojevic (all M&A, corporate and capital markets), Lukas Roesler (financing and capital markets), Alice Johnson, Martin Leu, Alessia Suter (all tax), Markus Wang (IP), Laura Widmer and Manuel Schmid (both employment), Mani Reinert and Tim Meyer (both competition), Oliver M. Brupbacher, Claudia Götz Staehelin, Cinzia Catelli and Djamila Batache (all litigation), Thomas Stoltz and Fabian Turtschi (both notarial services), and Raphael Wyss (regulatory).