Service – Corporate Finance and M&A Advisory

CORPORATE FINANCE AND M&A ADVISORY

As a leading financial advisor, IFBC has been supporting companies for over 20 years with the implementation of corporate transactions, valuation issues, business case modelling and the structuring and placement of financial instruments. Our expert opinions provided for the board of directors and management take account of best practices and are always objective and independent.

Corporate acquisitions and sales, succession arrangements, mergers or joint ventures not only offer new opportunities but also entail risks. Thanks to our long-standing M&A experience and partnership with Globalscope, a global M&A network, we provide our customers with effective support in implementing national and international M&A transactions.

Assistance with acquisitions and sales of companies and shareholdings

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

Ongoing support with succession arrangements

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.

Financial due diligence

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.

Post Merger Integration

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.

Our extensive experience in corporate transactions shows that the timely and professional preparation has a huge positive impact on the success of a corporate transaction. Therefore, we have developed the IFBC Transaction Check.

 

The IFBC Transaction Check enables decision-makers, company owners and investors to evaluate their readiness for a specific corporate transaction based on an individual gap analysis with the help of a team of experts and with little effort on their part.

 

As a result, you receive specific guidance from us in the form of an action list tailored to your transaction project allowing you to optimize your transaction readiness completing identified tasks. We discuss the corresponding results of our gap analysis with you in a closing meeting. In addition, we provide you with an individualized report detailing the results of our analysis.

 

The IFBC Transaction Check is designed for a wide range of corporate transactions (e.g. succession planning, acquisition and sale of a company, growth financing) from all industries. Through our cooperation with DG180, we can also offer further expert knowledge in the field of digital transformation complementing our profound sector expertise across various industries.

 

Learn more about our IFBC Transaction Check here.

IFBC Transaction Check

We are specialists in appraising the value of companies in a wide variety of industries and in solving specific valuation problems. Our services include, in particular:

Appraising the company's value

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.

Fairness opinions in public tender offers

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.

Investment appraisals

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.

Determination of risk-adjusted cost of capital

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.

Valuation of intangible assets

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.

Appraisal of contract clauses (including in public tender offers)

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).

IFBC has developed financing concepts for well-known companies and overseen their operationalisation and implementation with credit and capital market financing. Our clients appreciate our practical, well-targeted approach and our extensive network of relationships which we can rely on to find solutions. We assist our customers with the following, in particular:

Capital Market Transactions & Private Placements

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.

Optimisation of existing credit arrangements or obtaining new ones

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.

Financing concepts

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.

Rating Assessments

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 the sake of efficiency and risk management, company investment processes should be standardised and supported by appropriate management tools. We develop customised modeling solutions to ensure comprehensive and efficient investment project evaluation using the correct methods. We help our customers with the following aspects of financial modeling:

Developing standardised valuation tools and impairment models

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.

Creating models for development of business plans

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.

Designing and implementing a budgeting/forecasting tool

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.

Business case modeling for transactions and transformation processes

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.

IFBC is a leading financial expert. We specialise in resolving typical issues using scientific approaches and the current best practice and modeling them in an objective and understandable manner. Thanks to our multifaceted experience and resulting know-how, IFBC is one of the most widely recognised partners of courts, law firms and supervisory authorities.

 

We issue the following types of opinions, among others:

  • arbitration and ex parte appraisals of complex financial issues
  • valuation and pricing appraisals for corporate transactions and tax issues
  • opinions assessing the financial fairness of public tender offers (fairness opinions)
  • determining damage claims
  • appraisal of contract clauses (including rights under shareholders’ agreements)

Our expert opinions meet the strictest standards of the courts, regulatory and supervisory authorities, lawyers and auditors. When preparing an expert opinion, we focus on applying the following five principles in a manner that is appropriate for the intended target group:

  • holistic analysis of the problem
  • implementation based on the latest financial theories
  • consideration of best practices
  • transparent and comprehensible presentation of the results
  • clarity in the phrasing and material statements

YOUR CONTACT PERSONS

Dr. Thomas Vettiger, Managing Partner

thomas.vettiger@ifbc.ch

Prof. em. Dr. Rudolf Volkart, Senior Partner

rudolf.volkart@ifbc.ch

OUR PROJECTS


Fairness Opinion on the assessment of the financial adequacy of the exchange ratio in the context of the planned merger between Starrag Group Holding AG and Tornos Holding AG.

On 26 October 2023, Starrag Group Holding AG (Starrag) and Tornos Holding AG (Tornos) announced that they had examined a merger of the two Groups of companies and signed a corresponding merger agreement. The merger under the Merger Act to form StarragTornos Group AG (StarragTornos) is expected to be approved at Extraordinary General Meetings of the two companies at the end of November. The market capitalization of the two companies was approximately CHF 290 million (pro forma) as of 17 October 2023.


The planned merger to form StarragTornos will create a new, strong Group that will play a major role in shaping the future of the global metal-cutting machine tool industry. The technologies and solutions of Starrag and Tornos "Rooted in Switzerland" are world leaders. The merger will make it possible to significantly increase the global market presence, particularly in America and Asia, and to better serve industries such as medical technology and luxury goods. The complementary companies will increase operational efficiency and offer promising prospects for all stakeholders.

As part of the planned absorption merger, Tornos shareholders are to receive 0.1059 Starrag shares for every share held. IFBC prepared for the attention of the Boards of Directors of Starrag and Tornos an independent fairness opinion in accordance with the Merger Act to assess the financial adequacy of this exchange ratio.


Exclusive Financial Advisor to the owners of Suter Group on the successful sale to Heizkurier Group

On 29 September 2023, the two companies Suter Gruppe AG (Suter Group) and Heizkurier Group (Heizkurier) announced a transaction. The German company Heizkurier (owned by NH130 Beteiligungs GmbH) takes over the Swiss pellet pioneer Suter Group and positions itself as market leader for equipment-as-a-service of mobile heating solutions in the DACH region. Both companies distinguish themselves to customers through highest service quality and availability and enjoy a high demand. The combined group benefits from significant synergies from the innovative pellet technology of the Suter Group as well as the extensive market access of Heizkurier in the DACH region. This creates an ideal starting position to benefit from the megatrend towards energy renovation in the building sector ("bridging to green"). In addition, other relevant application areas exist in construction heating and drying, industrial heating, agriculture, emergencies and events. The existing management and the founders of the Suter Group participate in the merger.

The Suter Group, headquartered in Lupfig, Switzerland, is a family-owned company active in the business areas of mobile heaters and dehumidification. The company is considered a pioneer in the field of pellet technology and rents efficient and environmentally friendly hot air and hot water systems to its customers as a one-stop shop. Typical applications include construction heating, heating systems for renovation projects, heating of halls and tents, hay drying, temporary bridging solutions during district heating expansion, and screed drying. Suter has a total of 6 locations in Switzerland as well as a first branch in Munich for expansion into the German market. The Suter Group currently employs 60 people.


Exclusive Financial Advisor to Stefan Schimon, sole shareholder of Antrimon Group AG, on the successful sale to Swiss Factory Group AG

On 1 July 2023, the two companies Antrimon Group AG (Antrimon) and Swiss Factory Group AG (SwissFactory.Group) announced a transaction. SwissFactory.Group will acquire the leading-edge provider of innovative, sustainable mechatronic systems. As a strategic and long-term partner, Antrimon offers a full range of services from project & innovation management, mechatronic development and laboratory, sourcing, industrialization to product life cycle management. As part of the SwissFactory.Group, Antrimon has the best prerequisites to meet customer expectations and needs even better and to develop further. With this step, Dipl. Ing./EMBA Stefan Schimon secures a future for his company and his employees in an innovative, digitalized and diversified industrial group, to which he will contribute his knowledge and experience in the future as a shareholder and member of the Board of Directors.

The company, headquartered in Muri, realizes integrated solutions that are optimal in ecological, economic and social terms, and is in every respect the best total solution provider for integrated systems comprising mechanics, electronics and software. With the vision “Excellence in sustainable mechatronic systems, from a single source” Antrimon is committed to developing products for a climate-friendly economy and to using the resources available to the world sparingly. Through this and the combination of multiple synergies, Antrimon creates added value for its customers. The 70 employees manage projects from almost all technical sectors, including medical, e-mobility, building technology, mechanical engineering, robotics & automotive, and bring mechatronic projects to success with team spirit and enthusiasm.


Fairness Opinion related to the public takeover offer by ELANTAS GmbH to the public shareholders of Von Roll Holding AG

On 11 August 2023, ELANTAS GmbH (ELANTAS), a subsidiary of the specialty chemicals group ALTANA AG (ALTANA), announced its intention to acquire all publicly held shares of Von Roll Holding AG (Von Roll) by way of a public tender offer. ELANTAS has concluded a share purchase agreement with the von Finck family and tender agreements with Von Roll Management, under which ELANTAS will acquire a total stake of 82.57 percent in Von Roll, at the offer price of 0.86 Swiss francs per share. The total volume of the transaction amounts to approximately CHF 300 million. The transaction bolsters the innovative prowess of both companies for the expansion of electromobility and renewable energies. Together, they will make a decisive contribution to the energy and mobility transition. IFBC prepared a fairness opinion for the Board of Directors of Von Roll to assess the financial adequacy of the takeover offer of ELANTAS. As a qualified evaluator pursuant to Article 30(6) Takeover Ordinance, IFBC is suitably qualified to prepare Fairness Opinions in Switzerland.

Founded in 1823, Von Roll is one of the most traditional companies in Switzerland. In the course of the company’s history, Von Roll had to adapt several times to changing market environments and has evolved from Switzerland’s largest steel and iron works into a high-tech industrial company that is driving the energy revolution. Today, Von Roll is the global market leader for electrical insulation systems that are used for the largest wind turbines. It develops high-performance materials for the next generation of batteries in the field of e‑mobility and produces extremely durable lightweight components for the aircraft industry.

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