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:

  • 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.

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 PERSON

Dr. Thomas Vettiger, Managing Partner

thomas.vettiger@ifbc.ch

Prof. Dr. Rudolf Volkart, Senior Partner

rudolf.volkart@ifbc.ch

OUR PROJECTS

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