Service – Corporate Finance and M&A Advisory

M&A processes require extensive know-how and resources. Our M&A team actively guides such processes to provide decision-makers with effective support in the following areas:

• preparation for a corporate transaction
• searching for investors and buyers
• managing the transaction process
• appraising the company’s value
• structuring the transaction
• supporting the negotiations
• developing sales arguments & decision supports
• financing the transactions
• cross-border transactions

One of the most important and difficult decisions facing a business owner is how to arrange for the company’s succession. This one-time process in the life of an entrepreneur is emotionally charged and involves major business policy decisions and economic challenges. We help our customers to search for and choose the best solution for the succession, within owner’s family or company, or through disposal to a strategic partner or financial investor.

In the Financial due diligence, we bring about enhanced financial transparency regarding the target company. The focus of the analyses is on the relevant financial value drivers, derivation of standardised earnings and balance sheet figures (including, EBITDA, EBIT, NWC) and systematic evaluation of the financial risks and opportunities of the potential acquisition. The due diligence findings provide a solid foundation for successful price and contract negotiations.

The reasons for the failure of a takeover may often be found in the integration phase. To ensure fast and effective realisation of the expected synergies and successful continued management of the business model, the structures, processes and systems require optimal coordination and consistent strategic alignment. We support our customers in successfully implementing the transformation and integration process.

The unpredictability of a company’s future business trend and the generally limited stock of available information make the appraiser’s task especially challenging. Only an in-depth analysis of the business model and key value drivers of the appraised entity, combined with selected use of sensitivity, scenario and benchmarking analyses, can provide a meaningful basis to determine a company’s value.

IFBC, which has been specially accredited by the Swiss Takeover Board as an appraiser to issue fairness opinions, has assessed the financial advisability of a number of public tender offers in recent years.

Our company-specific evaluation tools increase efficiency in the assessment of investment projects and simultaneously improve the quality of decision-making. We attach great importance to tailoring the reports on our analyses to the intended target group.

The Weighted Average Cost Capital (WACC) has a significant impact on the appraisal of a company’s value, financial project valuation and assessment of any impairment. With IFBC’s support, prestigious listed corporations have developed a comprehensive cost of capital concept ensuring consistent treatment of the main cost of capital parameters (including currencies, Inflation and risk profile) in various areas of application.

Due to the specific characteristics of intangible assets, their valuation is quite a challenge in the Purchase Price Allocation (PPA) within corporate acquisitions and IFRS impairment testing. Thanks to the large number of PPAs and impairment tests we have performed and our long-standing collaboration with audit firms, we have a great wealth of experience to share with our customers to meet their specific needs.

Especially in public tender offers subject to requirements as to the tender price (minimum price rule and best-price rule), it is necessary to consider not only the purchase price paid but also any indirect benefits exchanged between the parties involved. All the relevant contracts between the parties must be examined for substantial indirect benefits and evaluated accordingly. IFBC has been commissioned as an appraiser of bidders for the purpose of this practice under corporate acquisition law in a number of precedent-setting takeover bids (including, Quadrant, Kuoni, Charles Vögele, Immomentum and Schmolz & Bickenbach).

Bond financing and private placements have several advantages over conventional bank financing: advantageous interest rates, improved creditor structure and reduced dependence on individual investors. The diversification of maturities can also have decisive advantages. As financial advisors, our main focus is on finding optimal and efficient solutions to raise capital for our customers.

For the financial management of the company’s future development, it is indispensable to periodically review the financial situation in terms of limits, terms and conditions, maturities, counterparties and debt capacity. We help customers optimise and hedge their credit financing or procure new financing.

A customised financing concept should promote the company’s planned strategic development and meet the needs of daily business operations. When designing financing concepts, we bear the key factors in mind, such as cost of capital, flexibility, stability and security. This ensures that the financing and capital structure, in particular, will be optimally aligned with the company’s needs. One of our central priorities is the operationalisation of financial concepts based on target values, providing a comprehensible and sustainable basis of implementation.

A company’s rating is of central importance in capital market financing. It affects the amount that can be issued and the pricing of a bond, among other things. We assess how financial developments may affect the company’s current rating (rating assessment) and help first-time issuers make a rough estimate of the expected rating.

For financial assessment of investments, it is advisable to use standardised models and project proposals. These models have to be aligned with the major value and cost drivers of different types of project and be capable of recognising the project risks correctly based on the cost of capital and of modeling sensitivities and scenarios. Our solutions are easy to use so that they can be deployed company-wide by different user groups.

Standardised impairment models ensure the methodically correct implementation of the impairment tests as well as efficient execution.

The business plan is one of a company’s most important management tools. Alignment with the key value and cost drivers and implementation of a company-specific logic of planning are important requirements for a good planning model. Moreover, modeling scenarios and sensitivities increases the reliability of decision-making for strategic issues.

Standardised tools can provide goal-oriented support for budgeting processes, which are often inefficient. Our Excel-based solutions are being used successfully by a number of different companies. We help our customers design and implement a budgeting/forecasting tool tailored to the company and aligned with its value drivers.

Developing a financial business case provides a basis for decision-making and helps create the necessary conditions for successful project implementation for transactions and transformation processes. Appropriate Key Performance Indicators (KPIs) let decision-makers keep track continuously of project developments, enabling them to take timely corrective action if necessary.