Niederer Kraft Frey advised SIX listed CPH Chemie + Papier Holding AG (CPH) on the separation of its paper manufacturing business and, related real estate in Perlen from its chemistry and packaging activities by way of spin-off and admission of the newly formed Perlen Industrieholding AG for trading on the off-exchange platforms OTC-X and LPZ-X.

The purpose of the spin-off is to create two focused companies each being able to successfully pursue their own specific strategy: the SIX Swiss Exchange-listed, globally active and growth-oriented CPH (newly called CPH Group AG) with its chemistry (Zeochem) and packaging (Perlen Packaging) divisions; and off-exchange Perlen Industrieholding AG, in which are bundled the paper manufacturing business (Perlen Papier AG) and the real-estate assets of the Perlen industrial site.

The spin-off was effected by way of capital reduction and distribution in kind as approved at an extraordinary shareholders meeting of CPH on 20 June 2024, pursuant to which shareholders received one share in the newly formed Perlen Industrieholding AG for each CPH share. Trading of the shares in CPH Group AG (ex dividend) on SIX and in the new Perlen Industrieholding AG off-exchange on OTC-X and LPZ-X started today.

NKF acted as exclusive legal counsel advising CPH on all corporate, capital markets and tax aspects of this transformational transaction.

The NKF team was led by partners Manuel Werder (Corporate/M&A) and Philippe Weber (Capital Markets and Corporate/M&A),  working with associate Pascal Hodel (Capital Markets and Corporate/M&A), partner Thomas Graf and senior associate Morgan Boëffard (both Tax) and junior associate Janika Leuzinger (Corporate/M&A).

IFBC led by Thomas Vettiger and working with Fabian Forrer and Jan Hunziker acted as exclusive financial advisor to CPH, advising CPH in particular on transaction structuring, valuation and financing.