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.
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.
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.
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.
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.
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.
IFBC was mandated to redesign Zehnder’s enterprise risk management. As part of the project, the key risk management processes were revised and documented in a risk manual on group level. Furthermore, an Excel-based tool was created in which risks can be assessed and visualized.
Zehnder is a leading manufacturer of indoor climate solutions in Switzerland.
IFBC was mandated by Rieter to conduct a review of the existing model for the annual goodwill impairment testing and to elaborate corresponding recommendations for further development. Simultaneously, a cost of capital concept was developed for Rieter. This includes the calculation principles for the individual cost of capital parameters as well as the handling of different currencies and country risks as a basis for the implementation of the goodwill impairment tests.
Rieter is a globally leading supplier of systems for manufacturing yarn from staple fibers in spinning mills.
IFBC was engaged by the Diethelm Keller Group to perform independent valuations of selected group companies. Together with the management and considering analysts’ expectations for the corresponding peer companies, business plans were developed for the respective companies, which were used as a basis for the discounted cash flow valuations. Based on sensitivity analyses with reference to the main value drivers, appropriate value ranges were derived for the companies to be valued.
Diethelm Keller Group is a privately held organization whose principal shareholders are the descendants of the founders. In addition to the participation as major shareholder in DKSH, a leading company in the field of market expansion services with a focus on Asia, the group consists in particular of four operating units in different business areas with over 2’500 employees in 20 countries.
Huba Control AG was acquired by Wise Road Capital, a global private equity firm, as part of a carve-out from Siemens. In this context, key employees were granted employee options. IFBC was engaged to value these employee options in accordance with IFRS 2 and to summarize the valuation results in a report for the attention of the auditors.
Founded in 1945, Huba Control AG is specialized in the development and production of components which measure pressure and flow such as pressure switches and transmitters.
The CSD Group, which was owned by its management team, sought to rejuvenate and strengthen its own shareholder structure as part of its growth strategy. As part of their succession plan, the company has found an excellent partner in Initiative & Finance as its new anchor shareholder.
IFBC supported the shareholders of CSD Group as financial advisor in partnering with the new majority investment partner Initiative & Finance.
CSD Group is a Swiss consulting and engineering company that advises both public sector institutions as well as private individuals on environmental, natural resources and construction issues. The group comprises a total of 30 offices in Switzerland, Belgium, Luxembourg, Germany, Italy and Lithuania.
Montana Aerospace AG carried out a capital increase by means of a private placement of new shares in November 2021. Part of the capital increase was the conversion of an existing hybrid loan into equity. IFBC was mandated by Montana Aerospace AG to prepare a fairness opinion as an independent valuation expert regarding the fair value of this hybrid loan for the attention of the Board of Directors.
Montana Aerospace AG is a leading manufacturer of system components and complex assemblies for the aerospace industry with approximately 5’300 employees. The products of Montana Aerospace AG are produced at 28 locations on four continents and are used in the aerospace, e-mobility, and energy sectors. Montana Aerospace AG is listed on the SIX Swiss Exchange.