IFRS Advisory

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Valuation of stock options and convertible notes in the context of the reverse takeover of Polyphor AG

At the end of 2021, EnBiotix Inc. carried out a reverse takeover of Polyphor AG, which is listed on the SIX Swiss Exchange. As part of this transaction, EnBiotix Inc. changed its accounting standard to IFRS, which required a revaluation of various options and convertible notes. IFBC was mandated by EnBiotix to perform these valuations as an independent valuation expert.

EnBiotix is a US biotech company active in the field of rare respiratory diseases. The company is building a rare disease pipeline through a combination of in-house programs and strategic acquisitions.

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Implementation of a purchase price allocation and development of an impairment model

OM Pharma was integrated into the Galenica Group in 2009. As a part of Vifor Pharma it was separated from Galenica in 2017 and acquired by a Swiss group, Optimus Holding Ltd, in 2020. According to IFRS, a Purchase Price Allocation (PPA) had to be performed after the transaction was completed. IFBC was engaged with the implementation of the PPA as well as the development of a standardized impairment model.

Founded in 1937 in Geneva, OM Pharma is a globally positioned biopharmaceutical company.

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Fairness Opinion related to the public takeover offer made by CSL Behring AG for all publicly held registered shares of Vifor Pharma Ltd.

IFBC was mandated by the board of directors of Vifor Pharma to prepare a Fairness Opinion assessing the public takeover offer made by CSL Behring AG from a financial point of view. As a qualified evaluator pursuant to Article 30(6) Takeover Ordinance, IFBC is suitably qualified to prepare Fairness Opinions.

Vifor Pharma is a globally active Swiss pharmaceutical company listed on the SIX Swiss Exchange. The company focuses on the development, manufacturing and marketing of pharmaceutical products in the areas of iron deficiency, nephrology and cardio-renal therapies.

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Fairness Opinion related to the public exchange offer made by Cosmo Pharmaceuticals NV for all publicly held registered shares of Cassiopea S.p.A.

IFBC was mandated by the board of directors of Cassiopea to prepare a Fairness Opinion assessing the public exchange offer made by Cosmo Pharmaceuticals NV from a financial point of view. As a qualified evaluator pursuant to Article 30(6) Takeover Ordinance, IFBC is suitably qualified to prepare Fairness Opinions.

Cassiopea S.p.A. is an Italian specialty pharmaceutical company listed on the SIX Swiss Exchange focusing on the development and commercialization of innovative prescription drugs for the treatment of highly prevalent skin diseases.

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IFBC acted as exclusive financial advisor to Takeda

In late March 2021, the Swiss affiliate of the global pharmaceutical company Takeda successfully divested part of its home delivery business to a Swiss partner who will provide these services on behalf of Takeda in the future. The divestment also included an existing Pharmacy serving part of a German-speaking region of Switzerland.

IFBC acted as exclusive M&A advisor to Takeda during the entire transaction process. IFBC supported Takeda in preparing and structuring the transaction, conducted a meaningful buyer approach, coordinated the due diligence, and supported the contract negotiations.

Takeda is a global, R&D-driven biopharmaceutical leader headquartered in Japan. Takeda focuses on four therapeutic areas: oncology, rare genetic and hematology, neuroscience, and gastroenterology. Over 50’000 Takeda employees are committed to improving quality of life for patients and to working with partners in health care in more than 70 countries.

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Financial Opinion zuhanden der Colosseum Dental Group

IFBC prepared a financial opinion for Colosseum Dental Group AG on the financial adequacy of the value of a subsidiary.

The Colosseum Dental Group is a leading pan-European dentistry group. The main owner of Colosseum Dental is Jacobs Holding AG.

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Support in the valuation of subsidiaries within the context of STAF

IFBC was engaged by Sonova to assess the underlying cost of capital rates as well as the applied model for the valuation of the subsidiaries in the context of STAF in terms of best practice and to confirm the correct implementation. As part of the review, the planning assumptions made had to be checked for plausibility from an external perspective.

The Sonova Group is the world’s leading provider of hearing instruments. The company is listed on the SIX Swiss Exchange.

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Development tool for bonus calculation

IFBC developed a tool for Vifor Pharma with which the bonus can be calculated for the entire management based on the developed concept. In addition to an overall overview of the bonus calculations, the tool can be used to automatically generate an individual summary of the bonus calculation for each recipient as a basis for internal communication.

The Vifor Pharma Group is a global specialty-pharmaceutical company headquartered in Switzerland. The company’s goal is to become a global leader in iron deficiency, nephrology and cardiorenal therapies.

Die Vifor Pharma Gruppe ist ein globales Spezialitäten-Pharmaunternehmen mit Hauptsitz in der Schweiz. Sie hat sich zum Ziel gesetzt, globale Marktführerin in den Bereichen Eisenmangel, Nephrologie und kardiorenale Therapien zu werden.

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Development of a training module on value-based management

IFBC developed a training module for Galenica in which the basic principles and specific implementation of Galenica’s value-based management approach are explained. To deepen the subject matter, a case study was prepared in which the operational performance had to be assessed according to the principles of value-based management and the key value drivers in the individual business units of Galenica had to be identified.

Galenica is the leading fully integrated healthcare provider in Switzerland. The company is listed on the SIX Swiss Exchange.

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Valuation of hybrid convertible bonds

IFBC valued for Siegfried Holding AG as issuer two privately placed hybrid convertible bonds in the total amount of CHF 80 million.

The Siegfried Group is a global life sciences company and currently employs about 3500 people at eleven sites on three continents. Siegfried is active in manufacturing pharmaceutical APIs (and their intermediates) as well as drug products for the pharmaceutical industry and provides development services.

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Valuation in connection with the Swiss tax reform STAF

IFBC has been mandated by Octapharma to prepare a valuation in the context of STAF to the attention of the Swiss tax authorities. The valuation of Octapharma has been based on the DCF approach and considers tax-specific circumstances. The resulting value was benchmarked using multiples of comparable companies and transactions.

Octapharma Group is specialized in the development and production of preparations from human plasma. The group focuses on highly pure, virus-inactivated drugs for the treatment of diseases in the fields of hematology, immunology and intensive care medicine.

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Analysis of the effects of IFRS 16 on the goodwill impairment test

IFBC was mandated by Galenica to analyze the impact of IFRS 16 on the goodwill impairment test. Both the determination of free cash flows and the calculation of the cost of capital had to be adjusted in accordance with IFRS 16 to ensure that the result of the impairment test was the same as before IFRS 16. The transparent presentation of the valuation-related effects of IFRS 16 formed the basis to define how the new leasing standard should be applied in company valuations at Galenica.

Galenica is the leading fully integrated healthcare provider in Switzerland and operates the largest pharmacy network in Switzerland.