Yoda’s CHF 484.6m investment in Ultima Capital: the advisors

Homburger advised Yoda, a Cyprus-based investment corporation, on its investment into Ultima Capital, a Swiss luxury real estate owner, advised by Baker McKenzie Switzerland.

Yoda reached an agreement with Ultima and with another new investor for this deal, which included the assumption of assets valued at CHF 484.6 million in exchange for newly issued Ultima shares.

The extraordinary shareholders’ meeting of Ultima approved all board of directors motions, including a general opting out, the capital increase, board and committee elections, and further amendments to the articles of association on 27 December 2024. The new shares were listed on 30 December 2024. As part of the transaction, Yoda has transferred to Ultima, by way of a contribution in kind, 100% of the issued share capital of its wholly-owned subsidiary Papacamp at a contribution value of approximately CHF 484.6 million in return for 8,076,667 newly-issued shares of Ultima. As a result, with approximately 53.8% of shares, Yoda has become Ultima’s largest shareholder. In addition, Yoda has granted Ultima a loan for CHF 71 million.

The transaction also involved converting certain claims, including mandatory convertible bonds, into new shares and repaying some of Ultima’s existing debt obligations.

The teams

The Homburger team advising Yoda on all aspects of the transaction was led by partner Stefan Blunschi (pictured), Further, it included counsel Micha Fankhauser, associates Oliver Kneubühl and Jonas Stähli , and junior associate Leander Etter (all corporate/M&A), partner Lorenzo Togni and associate Kaiyan Yeo (both capital markets), partner Claudia Suter, associates Philippe Weber and Philippe Gobet (all tax), partner Stefan Bindschedler and counsel Nathalie Scherrer (both financing and investment products), partner Stefan Gäumann and associate Olivier Bühlmann (both real estate), and partner Richard Stäuber and associate David Thomann (both regulatory).

Baker McKenzie Switzerland advised Ultima on all legal matters of this deal. Swiss capital markets partner Yves Mauchle (pictured left) led the Baker McKenzie team. Furthermore, the team included partner Matthias Courvoisier, associates Jan Lusti and Sammy Guidoum, trainee lawyers Victoria Brammer, Valentine Dändliker, Joane Gautschi, and Jonas Zürrer (all capital markets). Also, it comprised partners Alexander Wyss, Olha Demianiuk and Hervé Jegou, associates Vinzenz Sutter, Benedikt Rutscheidt, and Jasmin Morell, Kelly Ruster trainee lawyer Paula Ulmi (all corporate and real estate). Additionally, of counsel Mario Kumschick, Andrea B. Bolliger, and trainee lawwyer Pressiana Christoff (all tax), partner Boris Wenger, and trainee lawyer Danijela Mrdak (antitrust and competition). As to Greek and Cypriot law, Ultima was advised by correspondent firms of Baker McKenzie