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OUR SERVICES

IFBC specialises in the systematic, practice-oriented implementation of Corporate Finance concepts and applies its know-how and long-standing experience to projects in a targeted manner.

GLOBAL M&A

IFBC is a member of Globalscope, an entrepreneurial global network of international mid-market M&A boutiques. With 55 partner companies in 45 countries on five continents and more than 500 experts, Globalscope is one of the world’s leading M&A partnerships. Thanks to our access to a global network of specialised financial experts, we can effectively support companies in the implementation of their international M&A strategy.

OUR PROJECTS


Exclusive Financial Advisor to CGS Management AG and the further owners of R&S International Holding AG on the successful sale to VT5 Acquisition Company AG, the SPAC listed on the SIX Swiss Exchange

On 31 October 2023, the two companies R&S International Holding AG (R&S Group) and VT5 Acquisition Company AG (VT5) announced the first de-SPAC transaction on the SIX Swiss Exchange (SIX). VT5, the Swiss Special Purpose Acquisition Company (SPAC) listed on the SIX, is acquiring the R&S Group as part of an agreed business combination to list it on the SIX. VT5 is acquiring all outstanding shares of the R&S Group for a purchase price of CHF 274 million. The first trading day of the renamed company R&S Group Holding AG on SIX was on 13 December 2023 under the new symbol RSGN and ISIN number CH1107979838. In order to finance the transaction amount, which is higher than the amount in escrow, VT5 carried out a capital increase by means of a bookbuilding. The issue price per newly offered share was CHF 10.00. The R&S Group is a "hidden champion" and is one of the leading suppliers of electrical infrastructure products such as transformers in key markets in Europe and the Middle East. The R&S Group's growth potential is based on the global demand for electrification and megatrends such as decarbonization, decentralized power generation and the modernization of outdated grid infrastructure. It can benefit from the expected increase in power generation capacity and the increased demands on the reliability and resilience of power distribution. With six production sites in Europe and the Middle East and a broad global partner network, the R&S Group can offer its customers tailormade solutions with short lead times.

IFBC supported the owners of the R&S Group as exclusive financial and M&A advisor throughout the entire sales process. IFBC accompanied the entire transaction process, the contract and purchase price negotiations and contributed its in-depth expertise in the field of equity capital markets. The group created by the De-SPAC can benefit from the clean energy transition in the coming years and is aiming for organic growth in combination with targeted acquisitions. The R&S Group is an attractive addition to the Swiss stock exchange.

CGS Management AG (CGS) is an independent private equity firm headquartered in Pfäffikon, Switzerland. The funds managed by CGS focus on the industrial sector, whereby medium-sized companies are formed into international groups with a Buy & Build strategy. CGS has used Rauscher Stöcklin AG as a platform investment and successfully established the multinational R&S Group.


Financial Advisor to Netcetera AG and the main shareholders of Braingroup AG on the takeover of the majority of Netcetera AG in Braingroup AG

On 31 October 2023, the two companies Netcetera AG (Netcetera) and Braingroup AG (Braingroup) announced the takeover of the majority of Netcetera in Braingroup. Netcetera, a leading Swiss software company, is increasing its existing stake of 33% in Braingroup by 45%, giving it a clear majority. The remaining shares will be held by Braingroup's leadership team. Braingroup focuses on the Swiss banking and insurance sector with its product business for hybrid financial advisory. The acquisition of the shares is a significant step for both companies and consolidates the close cooperation between the two companies, which has lasted almost 15 years. Together, they cover the future requirements of the market with a future-proof end-to-end offering from mobile and web banking to advisory services and are driving forward the digital transformation. Braingroup will continue to operate as a strong and independent brand in the Swiss market.

IFBC supported Netcetera and the main shareholders of Braingroup as financial advisor during the initiation phase of the transaction. IFBC prepared an independent valuation as a basis for negotiations, developed a balanced term sheet with the parties, and moderated the contract and purchase price negotiations. The combined expertise of Netcetera and Braingroup and their joint experience in the financial services sector will create a comprehensive and forward-looking digital banking offering.


Financial advisor to Energie Ausserschwyz AG and its main shareholder, EW Höfe AG, on the integrated financing of the district heating grid of Energie Ausserschwyz AG by means of additional equity and bank loans

As a local energy service provider, Energie Ausserschwyz AG (EASZ) supplies the districts of March and Höfe with CO2-neutral heat and green electricity. The new district heating grid of the young company EASZ has met with very positive demand from property owners. Against this backdrop, EASZ is planning an accelerated expansion in the direction of Pfäffikon (SZ). At the same time, the district heating business model means that substantial upfront investments in infrastructure must first be made before heat can flow and be sold. At the same time, in the current environment, inflation and interest rates pose additional challenges for the company. EASZ is countering these circumstances with various measures, including the raising of additional financial resources for the upcoming investments.

In this context, EASZ announced a capital increase of around CHF 25 million on October 9, 2023. The capital increase was supported in particular by the locally anchored main shareholder EW Höfe (EWH). EASZ supplemented the equity capital increase by increasing the existing credit line by an additional CHF 35 million with three other Swiss banks. This well-supported and comprehensive financing of an additional CHF 60 million will accelerate the further expansion and densification of the district heating grid. In this way, EASZ not only relieves the electricity grid, but also makes a valuable contribution to regional value creation and the development of a more environmentally friendly energy future with its ecological production of district heating and electricity.

IFBC supported EASZ and EWH as financial advisor throughout the entire financing process. As part of the preparation of the financing concept and the subsequent implementation, business plans were drawn up, independent valuations were carried out, financing options were examined, all stakeholders were involved and finally loan agreements were negotiated with three banks. IFBC contributed its extensive financing experience as well as its in-depth knowledge and benchmarks from the energy sector and supported the management and Board of Directors of both companies during the transactions. In this way, the strategic goals of decarbonizing the heat supply can be achieved in the interests of all shareholders and the region.

Energie Ausserschwyz AG is a local energy services company headquartered in Galgenen (SZ). It produces CO2-neutral heat and green electricity from regional biomass using a wood-fired power plant and a biogas plant. Heat is supplied to private households and companies in the region via its own district heating grid. EW Höfe AG, as the main shareholder, is an important strategic partner. Other shareholders are the Züger family, the initiators of the Galgenen bioenergy plant project, as well as Brugg Group AG, IWB and the Energy Cooperative. The Ausserschwyz Energy Cooperative was founded in 2021. The cooperative aims to benefit its members by promoting and distributing renewable energy and holds a stake in Energie Ausserschwyz AG.


Fairness Opinion related to the public tender offer by Vencora UK Ltd for all publicly held registered shares of Crealogix Holding AG

On 16 November 2023, Vencora UK Ltd (Vencora) announced that it has entered into a transaction agreement with Crealogix Holding AG (CREALOGIX) to acquire all publicly held registered shares of CREALOGIX by way of a public tender offer. The offer price per CREALOGIX share amounts to CHF 60.00 net in cash according to the offer prospectus dated 1 December 2023 and according to the pre-announcement of the public tender offer by Vencora. This corresponds to a transaction volume of approximately CHF 84 million. After expiry of the offer period, Vencora plans to delist the CREALOGIX shares from the Swiss Stock Exchange.
IFBC prepared a fairness opinion for the Board of Directors of CREALOGIX to assess the financial adequacy of Vencora's purchase offer. Based on the analyses and value assessments, IFBC considers the offer price of CHF 60.00 per share of CREALOGIX to be fair from a financial point of view. For more than 10 years, IFBC has been particularly qualified as evaluator pursuant to Article 30(6) Takeover Ordinance on Public Takeover Offers for the preparation of fairness opinions and is the market leader in this field in Switzerland.

CREALOGIX is a global leader in digital banking technology and a Swiss Fintech 100 company. For 25 years now, CREALOGIX has partnered with some of the world’s leading banks and wealth management firms. CREALOGIX provides them with in-depth sector expertise and innovative technology.

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