Corporate Finance

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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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Fairness Opinion related to the public tender offer by Werner Dubach to the public shareholders of Datacolor AG

On 3 July 2023, Mr. Werner Dubach announced his intention to acquire all publicly held shares of Datacolor AG (“Datacolor”) by way of a public tender offer. Werner Dubach, current major shareholder and Chairman of the Board of Directors of Datacolor, is offering CHF 760.00 in cash per Datacolor share. The total volume of the transaction amounts to approximately CHF 15.2 million. Comparing the offer price of CHF 760.00 with the closing price prior to the public pre-announcement of the transaction of CHF 750.00 results in a premium of 1.3%. The volume-weighted average price (“VWAP”) over the last 60 trading days at the same time was CHF 660.50, which reflects a premium of 15.1%. With this offer, Werner Dubach underlines his strong commitment to the company, which is active in the field of color management solutions for the textile, apparel, paint, coatings and plastics industries and the growing consumer market worldwide. Following the acquisition of the remaining public shares, Werner Dubach intends to delist Datacolor shares from the Swiss stock exchange. IFBC prepared a fairness opinion for the attention of an independent Board Committee of Datacolor to assess the financial adequacy of Werner Dubach’s tender offer. As a qualified evaluator pursuant to Article 30(6) Takeover Ordinance, IFBC is suitably qualified to prepare Fairness Opinions in Switzerland.

Datacolor, a global leader in color management solutions, provides software, instruments and services to assure accurate color of materials, products and images. The world’s leading brands, manufacturers and creative professionals have used Datacolor’s innovative solutions to consistently achieve the right color for over 50 years. The company provides sales, service and support in over 100 countries throughout Europe, the Americas and Asia. Datacolor’s customers stem from textile and apparel, paint and coatings, and plastics industries as well as the growing consumer market.

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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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Fairness Opinion on the financial assessment of the public exchange offer by Liontrust Asset Management Plc for all publicly held registered shares of GAM Holding AG

On 4th of May 2023, Liontrust Asset Management Plc (Liontrust) announced that it has entered into a transaction agreement with GAM Holding AG (GAM) to acquire all publicly held registered shares of GAM through a voluntary public exchange offer and published a pre-announcement of the offer. With the transaction, a global asset manager with around GBP 53 billion of assets under management shall be created. IFBC was mandated by the board of directors of GAM to prepare a Fairness Opinion assessing the financial fairness of the exchange offer made by Liontrust. As a qualified evaluator pursuant to Article 30(6) Takeover Ordinance, IFBC is suitably qualified to prepare Fairness Opinions in Switzerland.

GAM is an independent investment manager that is listed in Switzerland. Total assets under management were CHF 68 billion as at 30 June 2023, with Investment Management at
CHF 21.9 billion and Fund Management Services at
CHF 46.1 billion.

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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.

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Exclusive financial advisor to the sole shareholder of VITARIS in the sale to CHROMOS Group

On 16. May 2023, the two companies VITARIS AG and CHROMOS Group AG announced a forward-looking transaction. The Swiss CHROMOS Group AG takes over the specialist supplier of innovative laboratory equipment and high-quality consumables for the Swiss Life Science market. The foundation of the acquisition was based on a match in company philosophy and business model. This integration into an international group of companies provides VITARIS AG with the basis for additional growth and for further development in existing but also new business areas.
IFBC supported the founder and owner of VITARIS AG as exclusive financial advisor in the development of strategic options for the future of his company. In dialogue, a long-term solution was developed and jointly implemented. In the subsequent sales process, IFBC as M&A advisor searched for the ideal buyer, developed the transaction structure and accompanied the contract and purchase price negotiations.

VITARIS AG was established 20 years ago through a management buyout. In 2015, the CEO Marius Kleger became sole owner and, together with his team, ensures the continuous growth and ongoing success of the company. The selective choice of brands from international leading manufacturers focuses on applications in cell culture, microbiology, molecular biology laboratories as well as general laboratory supplies in the Swiss market. VITARIS AG is headquartered in Baar and employs more than 20 people.

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Independent valuation of group companies in the context of a contribution in kind

In the context of the establishment of a Swiss holding company, the contribution in kind of various subsidiaries of the MPF Industry Group was evaluated. In that regard, IFBC was mandated to value the companies of the group on a consolidated basis. The valuation performed by IFBC was reviewed by the auditor in the context of the contribution in kind.

MPF Industry Group is a leading global manufacturer of HVAC (heating ventilation, air conditioning) and gas industry products, abrasives, machine accessories, DIY items and fast-moving consumer goods. MPF Industry Group includes 12 subsidiaries. In 2019, the company realized a consolidated turnover of more than 740 million euros.

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IFBC acted as IPO-Advisor for PayrollPlus AG in the context of their current IPO preparations

With a view to a possible IPO in the next few years, IFBC was mandated by PayrollPlus AG as independent IPO advisor. IFBC analyzed and assessed the IPO-readiness of PayrollPlus AG based on the listing requirements of SIX as well as the general market requirements. IFBC also supported PayrollPlus AG in the preparation of a multi-year plan taking into account various scenarios. Furthermore, the valuation expectations for PayrollPlus AG in the context of an IPO were specified and transparently presented. Based on the scenarios developed, the expectations of the owner and the requirements for the IPO on the part of the SIX Swiss Exchange and the market, an IPO roadmap was drawn up. Among other things, this contains strategic measures to ensure IPO readiness in due course.

With its digital payroll platform, PayrollPlus AG offers a scalable solution for outsourcing payroll payments for freelancers, SME employees and private household employees and reducing the associated administrative workload in a cost-efficient manner. With the help of its software solution, PayrollPlus AG takes care of social insurance and withholding taxes as well as the timely transfer of wages and the necessary payroll accounting. In addition, customers of PayrollPlus AG benefit from attractive conditions of the group insurance.

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Exclusive Financial Advisor to the sole shareholder of IBE in establishing Trifork as new majority shareholder

On December 20, 2022, Trifork and IBE announced the signing of a partnership. As partners, Trifork and IBE will work closely together in the future development of IBE’s online learning and testing platforms. As part of the partnership, Trifork will also acquire the majority of stake in IBE as of fiscal year 2023.

IFBC supported the founder and owner of IBE as exclusive financial advisor in the preparation of the transaction and throughout the entire transaction process. In a first phase, possible strategic options were examined with the owner and the transaction was prepared. During the implementation of the transaction IFBC as M&A advisor developed the transaction structure and accompanied the due diligence as well as the transaction negotiations.

IBE is a Swiss company focused on the development of software for adaptive testing and formative learning for schools in Switzerland and other German-speaking countries. IBE started as a privately organized research institute with a connection to the University of Zürich and has since earned an excellent reputation within the Swiss education system.

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Analysis of the financing situation and development of a financing concept for ewl

Against the background of intensive investment activity as part of the “Solaris” corporate strategy, ewl requires an appropriate financing solution. With Solaris, ewl is pursuing the expansion of CO2-neutral, renewable and efficient energy sources, as an important contribution to the implementation of the climate and energy strategy of the city of Lucerne. To promote the fields of district heating, lake energy, heat pumps and services, an appropriately coordinated financing solution is to be secured. IFBC supported ewl in analyzing the financing requirements, carried out an assessment of the financing feasibility based on benchmarking, and prepared a financing concept with concrete implementation proposals for the structuring of the financing.

ewl is the leading provider of energy services in the area of Lucerne. Its ecologically and economically sustainable offerings include electricity, gas, heating, cooling, water, telecommunication, energy services and electrical installations.

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Company valuations in connection with the Swiss tax reform (STAF)

IFBC was mandated by EF Education First to value several EF companies to the attention of the Swiss tax authorities in connection with the Swiss tax reform (STAF). In cooperation with EF Education First, a standardized template was developed for the local managements, which subsequently enabled IFBC to efficiently value the companies. The company valuations are based on the DCF-approach and were documented in a valuation report.

EF Education First offers learning programs worldwide focused on language, travel, cultural exchange, and academics.