Bär & Karrer Advises Novartis and Sandoz on the Spin-off of Sandoz

Today, Novartis AG completed the spin-off of the Sandoz generics and biosimilars business, and Sandoz Group AG debuted as independent publicly traded company. The Sandoz shares were successfully listed on the SIX Swiss Exchange Ltd. The 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®) as of October 5, 2023.

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. Sandoz is a European champion and a global leader in Generics and Biosimilars. In light of Sandoz' market capitalization of more than CHF 10.5 billion (at today's close of trading on SIX Swiss Exchange), this was one of the largest spin-offs and listings on the SIX Swiss Exchange ever.

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 Rolf Watter, Urs Kägi, Vera Naegeli and Susanne Schreiber 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).