Industries – Energy New

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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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Supporting the City of Zurich in the preparation for the successful issuance of its first Green Bond

On 7 July 2023, the City of Zurich announced the successful first issuance of a Green Bond. The Green Bond has a size of CHF 300 million with a coupon of 1.70%, and a maturity of 21 years. It enables investors to invest specifically in climate protection projects and thus contribute to the achievement of the City of Zurich's net zero climate target. The net proceeds of the Green Bond will be used to (re-)finance environmentally friendly buildings as well as other climate protection measures in the building sector such as heating replacement or support programs. The basis for the issue is the Green Bond framework of the City of Zurich, which is based on the Green Bond Principles of the International Capital Market Association. IFBC supported the City of Zurich's Finance Administration in the preparation of the issuance of its first Green Bond. Thereby, IFBC contributed to the focused consultation of the involved departments regarding the project and to the successful and targeted consideration of their needs. Furthermore, IFBC supported the development of the framework for Green Bonds of the City of Zurich as well as the necessary submissions to the City Council.

The Finance Administration is the central hub for financial matters in the City Administration. It ensures financial transparency with its annual accounts, budget and medium-term planning. Around 35 employees are involved in the Finance Administration of the City of Zurich. Cities are particularly affected by climate change. Also in the City of Zurich, measures are already necessary to mitigate the increasing heat and climate-related damage. To significantly mitigate global warming, greenhouse gas emissions worldwide must fall to net zero by 2050 at the latest. The City of Zurich aims to become climate neutral by 2040. For the City Administration, net zero applies by 2035.

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Exclusive financial advisor to Energiedienst Holding AG for the complete acquisition of Energieversorgung Südbaar GmbH & Co. KG

On 16 June 2023, Energiedienst Holding AG (Energiedienst), with its registered office in Laufenburg (Switzerland), and the German cities of Blumberg, Bräunlingen and Hüfingen announced that Energiedienst is strengthening its commitment to the South Baar region as part of the energy transition. The cities of Blumberg, Bräunlingen and Hüfingen are each selling their 20% share in Energieversorgung Südbaar GmbH & Co. KG (ESB) to Energiedienst, which already owns 40% of the shares. ESB will remain independent as a wholly owned subsidiary of Energiedienst. IFBC supported Energiedienst as its exclusive financial advisor throughout the entire purchase process. IFBC’s role including assisting with the strategic analysis, the valuation of Energieversorgung Südbaar GmbH & Co. KG and the determination the purchase price. Furthermore, IFBC facilitated the entire process at board and committee level to keep stakeholders informed throughout transaction.

The Energiedienst Group is a regionally and ecologically oriented German-Swiss stock corporation. As one of the first energy companies, the group is climate neutral by avoiding and reducing CO2 emissions. Unavoidable CO2 emissions are offset by certified climate protection projects. The Energiedienst Group, which has been recognized as a climate protection company, generates green electricity from hydropower and sells electricity and gas under the NaturEnergie brand. Its own grid companies supply customers with electricity. It is shaping change in the energy world through climate-neutral and holistic energy solutions.

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Financial advisor to CKW for the sale of the majority of shares in the EWA power plant to the Uri public authorities

On 6 June 2023, CKW and the Uri public authorities announced a significant transaction. In future, the canton of Uri and Korporation Uri will hold a 51% majority shareholding in the EWA-energie Uri AG power plant, thereby fulfilling their mandate – in connection with upcoming concession renewals – to further strengthen the cantonal energy strategy. At the core of the transaction, CKW is selling 52.3 percent of the shares in EWA-energie Uri AG at a price of CHF 180 million to a bidding consortium consisting of the canton, Korporation Uri and two energy infrastructure funds managed by Swiss Life Asset Managers. As a result, CKW is reducing its stake to 10 percent and remains a strategic anchor shareholder. This partnership allows the Axpo subsidiary CKW to expand renewable energies in the canton of Uri in view of the energy transition and to increase the security of supply. IFBC supported CKW as Financial Advisor during the entire sales process. On the one hand, IFBC assisted in the valuation of EWA-energie Uri AG as well as in determining the purchase price for CKW’s EWA shares. On the other hand, IFBC supported CKW as M&A advisor during contract negotiations. This process resulted in a balanced solution that reconciles the interests of all stakeholders.

The CKW Group is a leading Swiss provider of integrated energy and building technology solutions. For over 125 years, the company has been supplying electricity to its now over 200,000 end customers in the cantons of Lucerne, Schwyz and Uri.