Clifford Chance advises SMG Swiss Marketplace Group Holding AG on its successful IPO on the SIX Swiss Exchange

Global law firm Clifford Chance has acted as international counsel on US law matters for SMG Swiss Marketplace Group Holding AG (SMG) relating to its successful initial public offering (IPO) and listing on the SIX Swiss Exchange. This was the largest European IPO year to date as well as the largest European tech IPO since 2021.

The offering consists of 19,629,040 existing registered shares, with an over-allotment option of up to 2,944,353 existing registered shares. The issue price amounted to CHF 46.00 per share, implying a market capitalization of CHF 4.5 billion, with a free float of 20% prior to any exercise of the over-allotment option and 23% if the over-allotment option is exercised in full. The IPO was oversubscribed multiple times due to strong demand from both Swiss and international investors.

The offering was conducted as a public offering in Switzerland, a private placement in the United States in reliance on Rule 144A under the US Securities Act, as well as private placements in certain other jurisdictions.

Founded in 2021 as a joint venture between TX Group AG, Ringier, Mobiliar and General Atlantic, SMG is the leading online marketplaces operator in Switzerland. The SMG group operates well-known brands under three primary business segments: real estate (Homegate, ImmoScout24, Flatfox), automotive (AutoScout24) and general marketplaces (Ricardo, tutti.ch, anibis.ch), complemented by additional price comparison offerings in finance and insurance (FinanceScout24).

Goldman Sachs, J.P. Morgan and UBS acted as Joint Global Coordinators and Joint Bookrunners; Barclays, BNP Paribas, Morgan Stanley and Zürcher Kantonalbank acted as Joint Bookrunners.

George Hacket, partner in the Capital Markets practice at Clifford Chance in Germany, comments: “We are proud to have played a part in the listing of SMG, an icon in the Swiss tech space. It was a privilege to advise SMG on this journey and showcase our international expertise.”

The cross-jurisdictional Clifford Chance team advising SMG was led by partner George Hacket (Capital Markets, Frankfurt). The core team advising on US and international capital markets considerations comprised counsels Laura Scaglioni (Milan) and Andrei Manea (Frankfurt), senior associate Carla Winslow-Kruger (Frankfurt) as well as transaction lawyer Valeria Umanet (Frankfurt, all Capital Markets). Partner Marc Besen and senior associate Johannes Lüer (both Antitrust, Düsseldorf) advised on antitrust and regulatory matters. In addition, advice was provided on US tax matters by partner Avrohom Gelber and associates Wei Bin Tan and Milica Pavlovic (all Tax, New York).

Niederer Kraft Frey advised SMG in respect to Swiss law, with partners Philippe Weber and Deirdre Ní Annracháin (both Zurich) leading the team.