BENEFITS

Transaction readiness increases transaction security

Transaction readiness minimizes the risk of negative surprises

Transaction readiness strengthens the position in the transaction process

TARGET AUDIENCE

All decision-makers, company owners and investors planning a corporate transaction

Covers, among other things, purchase and sale transactions, succession planning, growth financing and divestments


RESULTS

Analysis of individual transaction readiness based on a gap analysis

Individualized action list providing specific guidance

Identification of feasible results with little effort on your part


IFBC AS PARTNER

Extensive experience in corporate finance and M&A

Leading Financial Advisor in Switzerland with strong sector expertise

High senior involvement with high value added for your transaction readiness

IFBC TRANSACTION CHECK

 

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 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.

 

Through our global M&A partnership Globalscope, we can provide you with comprehensive advice on cross-border transactions. In this context, we can also effectively support you in evaluating and establishing transaction readiness in an international setting.

Your path to specific, feasible recommendations for action

 

With the IFBC Transaction Check, you chose an efficient analysis of your transaction readiness and to obtain specific guidance to improve your chances of success for the planned transaction project. Our experienced team works efficiently, target-oriented and dedicated to your specific individual case.

 

Contact us and request your non-binding offer for the IFBC Transaction Check. Due to our daily business, we are used to work with sensitive company data and maintaining confidentiality. However, we are of course also happy to sign an additional confidentiality agreement.

 

Start your IFBC Transaction Check with us and request a non-binding offer:

Offer IFBC Transaction Check

After your request for a non-binding offer, we will contact you by phone to discuss the next steps for the assessment of your transaction readiness. Following our first discussions, you may complete our short introductory questionnaire online allowing us to gather further information on your planned transaction. We are also happy to discuss this information directly during our initial phone call. The Transaction Check questionnaire or our initial discussion forms the basis for our offer.

 

We will send you the offer in writing after processing your information and will also be happy to discuss it with you.

In a first step we evaluate your current situation to set the basis for assessing your transaction readiness.

 

For this purpose and based on our longstanding M&A experience we have developed  questionnaires gathering specific information needs tailored to your type of corporate transaction. The questionnaire enables us to record your current situation regarding your transaction project in a structured manner. In addition, you will receive a short, individualized information request list from us.

 

Based on these two elements, we will take an in-depth look at your transaction project and if applicable at your company.

Based on the information provided to us, we will conduct a structured workshop with you, in which we address the specific aspects of your corporate transaction. In this context, our experienced transaction specialists will address open questions and further discuss selected issues with you.

 

Our focus areas for assessing transaction readiness using a sell-side transaction as an example are defined as follows:

  • Product & business model
  • Market & market positioning
  • Financial data & underlying quality of the data
  • Transaction structure & transaction rationale

 

If required, our transaction specialists will further explore selected topics in a second workshop for a final assessment.

We will discuss our transaction readiness analysis with you in a meeting, where we will present the identified gaps and provide you with specific recommendations for action to improve your transaction success. We will also prepare an individualized report detailing our results.

 

If you have further questions about the IFBC Transaction Check, please contact us. We look forward to an interesting dialog with you.

YOUR CONTACT PERSONS

Dr. Thomas Vettiger, Managing Partner

thomas.vettiger@ifbc.ch

Fabian Forrer, CFA, Partner

fabian.forrer@ifbc.ch

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.


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.


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.

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