Références
Sélection de transactions récentes effectuées par PwC
M&A
PwC Switzerland acted as financial advisor to RAIFFEISEN, Switzerland’s third-largest banking group, in the acquisition of Notenstein Privatbank Ltd., the legal entity containing all non-US clients of Wegelin & Co. Private Bankers, Switzerland’s oldest bank.
The background
As a consequence of the mounting pressure in the US tax dispute, Wegelin’s Managing Partners decided to dispose of the bank’s non-US clients businesses; this segment was transferred to Notenstein Private Bank Ltd., while the risks and responsibilities related to the US business remained with Wegelin.
PwC has advised Raiffeisen in several M&A transactions in the past. For the current acquisition, the PwC M&A Financial Services team was mandated as financial advisor and supported Raiffeisen throughout the whole acquisition process. When acquiring one of the most renowned Swiss Private Banking players with a total of more than 20 billion Swiss francs in assets under management, Raiffeisen made a major strategic move into the private banking segment. Further, Raiffeisen also preserved a total of more than 700 jobs and helped to retain the trust of the clients.
PwC Corporate Finance Switzerland acted as lead financial advisor to Newave Energy Holding SA on Project Newton, the recommended public takeover of Newave Energy Holding SA by ABB Ltd. The published total consideration of the deal amounts to CHF 170 million (approximately USD 180 million/EUR 140 million).
The background
Newave Energy Holding SA, headquartered in Quartino, Switzerland, was established in 1993 and has been listed on SIX Swiss Exchange since 2007. Core activities of Newave are the development, manufacturing and distribution of products and services that guarantee an uninterruptible power supply to a broad range of mission critical applications. In 2010 Newave achieved total sales of approximately EUR 60 million on an EBIT margin of almost 13.5% and employed approximately 210 people at its headquarters in Switzerland and across subsidiaries in 9 other countries.
ABB Ltd. is a global leader in power and automation technologies that enable utility and industry customers to improve performance while lowering environmental impact. With the acquisition of Newave, ABB intends to close a gap in its product and service offering in the field of power quality control. The ABB Group of companies operates in around 100 countries and employs about 130,000 people. The group reported net sales of approximately EUR 24 billion and an EBIT of EUR 2.9 billion in 2010.
The Swiss and Danish Corporate Finance teams acted as sole financial advisor to Sydbank in the transaction with Nordea.
The background
Sydbank is Denmark’s fourth largest bank with activities in Denmark, Germany and Switzerland. The bank decided to exit the Swiss private banking market and to intensify the focus on the home market and branches in Germany. Therefore, Sydbank (Schweiz) AG (subsidiary of Danish Sydbank A/S) sold the majority of its activities to Nordea. Nordea International Private Banking takes over the larger part of Sydbank Switzerland's client portfolio in addition to a limited number of client staff. The deal was announced on 11 October 2011.
Sydbank (Schweiz) AG was founded in 2002 in St. Gallen. Sydbank had about 30 employees and more than CHF 700 million assets under management in 2011.
LGT Group Foundation (“LGT Group”), the wealth and asset management group of the Princely House of Liechtenstein, sold its German subsidiary LGT Bank Deutschland & Co. OHG (“LGT OHG”) to Bethmann Bank, a Frankfurt headquartered private bank fully owned by the Dutch ABN AMRO Group. The deal was closed on 7 December 2011.
As part of the deal, LGT Group and ABN AMRO signed a cooperation agreement in the area of products which allows clients of Bethmann Bank to have access to the investment competence and opportunities offered by LGT Group.
PwC acted as exclusive lead advisor to LGT Group throughout the whole disposal process.
The background
The Swiss PwC Deals Team has supported LGT Group in various M&A transactions in the past.
When LGT Group made the decision in spring 2011 to dispose of its German subsidiary LGT OHG, it approached the Swiss Deals Team to advise and assist them in the sales process.
PwC Corporate Finance Switzerland acted as lead advisor to the majority shareholders of CIPAG in the sale of their majority stake in the company to Elcotherm AG, a subsidiary of the Ariston Thermo Group, Italy.
The background
CIPAG and its subsidiary DOMOTEC are active in the production, distribution and maintenance of water heating systems. With revenues in excess of CHF 53 million the CIPAG group aims to be the Swiss market leader in water heating systems. Thanks to its solid reputation for the quality of its manufactured and commercialized branded products, CIPAG delivers state-of-the-art, custom-made solutions that meet Switzerland's very demanding conditions and requirements as well as products of standard format that remain modular through the combination of existing components.
Ariston Thermo Group has a leading position in the water heating, central heating, air conditioning, and the component manufacturing sectors, offering a range of products, systems and services mainly under the brands Ariston, Elco, Chaffoteaux, Cuenod and Thermowatt.
With this operation, Ariston Thermo realises commercial synergies with CIPAG and DOMOTEC and consolidates its leadership position in the Swiss heating market. While reinforcing its competiveness in the heating market, it also acquires the leadership in the water heating sector.
PwC Switzerland acted as sole financial and legal advisor to AB Electrolux, Sweden, in the disposal of its Heating Element Division, part of Electrolux Professional AG, Switzerland, to NIBE Industrier AB, Sweden.
The division will be transferred to a new legal entity and will form part of the Backer Group within NIBE Element. The name of the company in Switzerland will be Backer ELC AG.
“This acquisition will establish NIBE Element as the market leader in the industrial heating element sector in Switzerland. It will also strengthen our position globally as one of the market leaders in heating-related products for railway applications. The current management of the division will continue to work for and lead NIBE Element’s new company in Switzerland,” says Gerteric Lindquist, CEO NIBE Industrier AB, January 28, 2011.
“Electrolux Professional continues to focus on the strategy of profitable growth in its core Food Service and Laundry businesses. We are therefore pleased with the industrial logic behind the transfer to NIBE of our heating element division in Switzerland,” says Fabio Zarpellon, CFO, Electrolux Professional, January 28, 2011.
The background
Element manufacturing activities in Aarau, Switzerland, started in 1931 and have been a part of Electrolux since 1978. The revenues of the heating element division in Aarau amount to just over
CHF 11 million and the operating margin has averaged around 10%. The division currently has 36 employees and is one of the leading suppliers of electrical heating elements to the industrial sector in Switzerland and Germany. The product range consists of a broad range of products for heating, measurement and control.
PwC Corporate Finance Switzerland acted as exclusive financial advisor to Schulthess Group AG on Project Interlaken, the recommended public takeover of Schulthess Group AG, Switzerland, by NIBE Industrier AB, Sweden. The published total amount involved in the deal is CHF 638 million (approximately USD 700 million/EUR 500 million).
The background
Schulthess Group AG, which is headquartered in Wolfhausen, Switzerland, was established in 1845 and has been listed on SIX Swiss Exchange since 1998. Core activities of Schulthess Group are development, manufacturing and distribution of products and services of its business divisions Heating/Cooling Technology (mainly heat pumps for residential and commercial purposes) and Washing Technology (mainly washing machines and dryers for the Swiss domestic market). Schulthess Group achieved total sales of approximately EUR 220 million on an EBIT margin of almost 11% (pre-restructuring) in fiscal year 2010 and employed approximately 1,000 people as of year-end 2010.
NIBE Industrier AB, which is headquartered in Markaryd, Sweden, is an international heating technology company whose current business operations are organised into the three separate business areas NIBE Element, NIBE Energy Systems (such as heat pumps and water heaters) and NIBE Stoves. NIBE Industrier AB was founded in 1952 and has been listed on the Stockholm Stock Exchange (OMX) since 1997. The group has more than 5,900 employees and operations in Europe, North America and Asia. In 2010, net sales and EBIT amounted to EUR 670 million and EUR 83 million respectively.
PwC Corporate Finance Switzerland acted as sole financial advisor to the shareholders of the Otto Weibel AG in the transaction with Looser Holding.
The background
Otto Weibel AG is one of Switzerland's leading providers of varnishes and paints for sophisticated applications in the interior finishing sector and for special applications for wood and wood-based materials. The company, which is headquartered in Urdorf, Switzerland, has 34 employees and serves approximately 2,000 customers in Switzerland and other European countries. The disposal of the Company is a logical step in the planned succession process as there are no family internal successors.
Looser Group is an international industrial holding company headquartered in Arbon, Switzerland. The corporate group is active in the coatings, temperature control, industrial services and doors sectors. Around 1,700 employees work for the group in 22 operational facilities in Europe, Asia and the US. Looser Holding AG’s registered shares are listed on the SIX Swiss Exchange. Looser Group is convinced that that the acquisition of Otto Weibel AG will complement and strengthen its wood coating activities and in addition will help the firm to successfully stand its ground against the increasing competition in Switzerland and neighbouring countries.
PwC Corporate Finance Switzerland acted as exclusive financial advisor to HOCHDORF Holding AG (“HOCHDORF”) in the disposal of HOCHDORF Nutribake AG (“Nutribake”), a trading company active in the bakery industry, to the BAKELS Group, an international group of companies in the bakery ingredients sector.
The background
Nutribake is one of the leaders in the Swiss bakery ingredients market. The company supplies craft bakeries and (semi-) industrial bakery companies and has revenues of approximately EUR 30 million. Following the decision to focus on sales of milk, milk derivatives and infant formula, HOCHDORF decided to sell the business to a strategic investor. After initial discussions with an interested party had stalled, the opportunity was presented to the BAKELS Group who confirmed they were willing to establish an active business presence in Switzerland. The sale was effective retroactively as of 1 April 2011 with no change for Nutribake’s employees and customers.
Following the divestment of HOCHDORF’s animal feed business Multiforsa in 2007, Nutribake was the second divestment of a non-core activity.
PwC Corporate Finance Switzerland acted as lead advisor to the selling shareholder of Grossauer Elektro-Handels AG (“Grossauer”) in the disposal of the company to Elektro-Material AG (“EM”), the Swiss subsidiary of Rexel Group, the global leader in the distribution of electrical supplies.
The background
Established in 1956, Grossauer is a family-owned distributor of electrical supplies based in the eastern part of Switzerland, with a strong market position in this part of the country. The company has a solid presence in the industrial segment and is well-known for its very strong customer relationships. In the course of succession planning, the shareholder of Grossauer decided to evaluate a trade sale of the company. Thanks to the good geographical fit between the 8 branches operated by EM and the branch acquired from Grossauer, EM was able to expand its territorial coverage in Switzerland. This acquisition also accelerated the development of EM’s sales to industry, leveraging on Grossauer’s experience, skilled sales force and strong customer relationships.
PwC Corporate Finance acted as sole financial advisor to Banque de Dépôts et de Gestion (BDG) in the disposal of its branches in Neuchâtel and Yverdon-les-Bains to Valiant Bank.
The background
Founded in 1922 in Lausanne, BDG is specialised in wealth management for private clients. Besides mortgage lending, BDG offers deposits and conventional retail banking services. BDG counts around 100 employees and had balance sheet assets of CHF 851 million as of 30 June 2010. The Swiss private banking subsidiary of UBI Banca Group, the 4th largest Italian retail banking group in terms of market capitalisation, has decided to focus on private banking and to concentrate its activities on the major financial places such as Geneva and Singapore.
Headquartered in Bern, Valiant is one of the top 10 banks listed on the SIX Swiss Stock Exchange, with more than 1’000 employees and more than 400’000 clients and balance sheet assets of CHF 23 billion.
As a result of the deal, Valiant is taking over 4'000 clients and client assets of around CHF 400 million, as well as the employees of the Neuchâtel branch and Yverdon agency by way of an asset deal. With this deal Valiant strengthens its presence in Romandie.
PwC Corporate Finance Switzerland acted as sole financial advisor to the shareholders of the Dübendorfer Group in the transaction with KIBAG Holding AG.
The background
The Dübendorfer Group was incorporated in 1901. Today, the 100% family owned company is led by the third generation (Chairman) and fourth generation (CEO) with a workforce of approx. 100 employees. The group owns gravel pits and landfill deposits in the greater Zurich area and supplies many different types of gravel and concrete. Furthermore, the company provides transportation, recycling/waste management and construction services.
KIBAG Holding AG is a leading Swiss group in the building materials and construction sector. KIBAG Group includes 12 gravel and 20 concrete plants, 13 roads and civil engineering companies and three environmental and waste management companies. In total the group employs 1'200 people.
PwC Corporate Finance Switzerland provided financial advisory services to Unique (Flughafen Zürich AG) in the sale of a minority stake in Bangalore International Airport Ltd. (BIAL) to GVK Power & Infrastructure Ltd.
The background
Unique (Flughafen Zürich AG) has pioneered the privatisation process in India since it has been selected in 2001 as operator and co-investor for a new greenfield airport in Bangalore, India. In May 2008, the airport successfully started operations and has since reached the highest international quality standards.
Unique (Flughafen Zürich AG) is a diversified company that operates Zurich Airport on behalf of the federal government. In 2008, the company employed a staff of approximately 1,500 with whom it generated a total revenue of 855.1 million Swiss francs and reported a profit of 121.3 million Swiss francs.
GVKPIL is a diversified business entity with a predominant focus on infrastructure but also holds a significant presence in the hotel, services and manufacturing sector in India. GVKPIL is taking a lead in developing projects of national importance in diverse areas ranging from power, mining to airports and roads. GVKPIL already operates the country's largest airport, Chhatrapati Shivaji International Airport in Mumbai, under a concession agreement for 60 years.
PwC Corporate Finance Switzerland acted as sole financial advisor to the selling shareholders of OM Pharma in the sale to Galenica AG.
The background
Headquartered in Geneva, Switzerland, OM Pharma is a private leading biopharmaceutical company, active in the research, manufacturing and sale of high quality and innovative biological and synthetic drugs, with a strong expertise in immunology. The products of OM Pharma are sold in nearly 100 countries. The company was founded in 1937 and has been family owned and managed since then.
Galenica is a diversified Group active throughout the healthcare market which, among other things, develops, manufactures and markets pharmaceutical products, runs pharmacies, provides logistical and database services and sets up networks.
PwC Corporate Finance Switzerland acted as lead advisor to the selling shareholders of Inkasso Arena AG in the disposal to EOS Group.
The background
Inkasso Arena AG is one of Switzerland's leading independent debt collection companies. The company was privately owned and offers all services across the debt collection value chain – namely, credit protection, payment monitoring (dunning), debt collection and collection of loss certificates. Inkasso Arena is also active in the acquisition of selected debt portfolios – predominantly in the telco industry.
The German EOS Group is one of the largest providers of debt management services in Europe. They achieved a total turnover of EUR 243m in the financial year 2007/08. The service spectrum covers three business units: information management, arrears management and receivables management.
PwC Corporate Finance acted as lead advisor to the buyers in the acquisition of Keystone AG by a consortium consisting of Schweizerische Depeschenagentur AG and Austria Presse Agentur, the leading Swiss and Austrian press agencies.
The background
Keystone started in the 1950s as the Swiss branch of Keystone View Company USA and is today the leading independent provider of news, editorial and stock photography in Switzerland. Keystone was sold in an auction process in the context of a succession arrangement.
PwC Corporate Finance Switzerland acted as lead advisor to COLTENE Holding AG in the disposal of its Medisize Medical Business Division to Medisize OY (formerly Medifiq Healthcare OY, Finland), a portfolio company of Ratos AB, Sweden.
The background
COLTENE's Medical Business Division is a well established partner for the development, design, prototyping and manufacturing of primary pharmaceutical packaging as well as complex medical OEM disposable devices made of a broad array of plastic material. The Business has state-of-the art clean room production sites in five European countries and comprises eight legal entities in seven European countries. In 2007, the Business reported sales of EUR 65m. After the acquisition, the acquirer of the business, Medifiq Healthcare OY, has changed its name to Medisize OY.
PwC Corporate Finance Switzerland acted as lead advisor to Hochdorf in the disposal of Multiforsa AG, a wholly owned subsidiary of HOCHDORF AG, to Vital AG. Hochdorf is listed at the Berne Exchange.
The background
Multiforsa was the animal health subsidiary of Hochdorf and shared a production facility with other Hochdorf subsidiaries that produced human food components. Due to the constant increase in food safety regulations for human food products, a joint production was no longer feasible and Hochdorf decided to divest of Multiforsa. Hence a carve-out of Multiforsa's business was required prior to the disposal.
Vital, a Swiss company which ultimately acquired Multiforsa, offers a good strategic fit and a complementary product portfolio.
PwC Corporate Finance Switzerland acted as financial advisor in the disposal of Guillod Gunther SA to Providente SA, a Private Equity fund of Banque Natixis. PwC acted as sole financial advisor to Leman Capital, a Swiss Private Equity Company with capital in excess of EUR 370 million.
The background
Guillod Gunther SA is a leading luxury watch case manufacturer active in the western part of Switzerland. The company manufactures and assembles steel, gold and other precious metals watch cases. It is a privileged supplier of renowned brands such as Rolex, Jaeger-Le-Coultre, IWC, Breguet, Harry Winston, etc. The Company was created in 1866 and developed in successive steps through mergers and acquisitions. In 2002, the Company was sold by its founding family to Leman Capital who held the Company for 5 years.
PwC Corporate Finance Switzerland acted as lead advisor to Banque Cantonale Vaudoise in the disposal Sogirom SA, a wholly owned subsidiary of Banque Cantonale Vaudoise, to privately owned Naef & Cie SA.
The background
Sogirom SA is a Real Estate Agency active in the western part of Switzerland. The company offers administration services to individual and institutional property owners. The company was created in 1967 by Banque Cantonale Vaudoise to administrate the Real Estate Portfolio of one of its Investment Fund. It later acquired another Real Estate Agency and further developed its customer base. In June 2006, the management of Banque Cantonale Vaudoise decided to dispose of Sogirom SA, which was no longer considered core to the business. Banque Cantonale Vaudoise is listed on the Swiss Stock Exchange (SWX).
The deal
PwC Corporate Finance Switzerland structured and executed the sale of Secure Digital Container AG to PacketVideo Corporation. PwC acted as lead advisor to SDC.
The background
SDC is a leading provider of Java based Digital Rights Management (“DRM”) technology for mobile multimedia content with a strong franchise in the mobile phone market. Currently, the GSM Association, the industry body that aims to facilitate global user adoption of mobile data services, is establishing a new standard for DRM. In order to compete against other DRM companies in the evaluation of this new standard, SDC has decided to actively seek a partner that has a larger influence in the industry.
The sales process focused on large global software companies with an existing franchise in mobile phone software or in multimedia related applications.
The deal
PwC Corporate Finance Switzerland acted as lead advisor to Vontobel Group in the acquisition of 56% of Harcourt Investment Consulting AG by Vontobel Holding AG – from the Dutch firm NIB Capital N.V.
The background
Harcourt is a leading international supplier of funds of hedge funds and customized portfolio management mandates in the field of alternative investments for large institutional clients.
Vontobel Group is an internationally-oriented Swiss Private Bank. Vontobel specializes in asset management for sophisticated private and institutional clients, as well as partners. Vontobel is listed on the SWX Swiss Exchange.
PwC acted as lead advisor to Vontobel Group. In addition PwC performed the due diligence (financial, legal and tax) and provided valuation, pre deal Purchase Price Allocation and additional tax services.
The deal
PwC Corporate Finance Switzerland acted as lead advisor to Vontobel Group in the selection of the strategic IT-partner for its joint securities execution and custody activities.
The background
Vontobel already had a well-founded experience in providing transaction bank services, since Raiffeisen Bank Switzerland outsourced execution, global and client custody to Vontobel. In order to leverage existing know-how and infrastructure with other clients while focusing on non-IT core-competencies, Vontobel has decided entering into a strategic partnership with an IT-partner.
PwC has developed and valued the business case for Vontobel and has identified a number of potential partners. PwC has arranged the due diligence and supported Vontobel in the complex negotiations for the case.
The deal
PwC Corporate Finance Switzerland acted as lead advisor to Rieter in the sale of its filament twisting, cabling and texturing business to Co.Martin. The Rieter subsidiary employs 153 persons and achieved a turnover of approximately CHF 50 million in 2005. The French subsidiary was part of the Chemical Fiber Textile Business. The deal was completed retroactively on October 31, 2006.
The background
Based on a strategic review of the man-made fiber activities within the Textile Systems division, Rieter decided to sell the above business.
The deal
PwC Corporate Finance Switzerland acted as lead advisor in the merger of Lenzerheide Bergbahnen Danis Stätz AG and Rothorn & Scalottas AG. Subsequently, the newly formed Lenzerheide Bergbahnen was listed on the SWX Swiss Exchange.
The background
Due to an increasing competition in the European tourism market, a uniform market presence as well as a large number of transport facilities are key factors for the successful positioning of a tourism region. The shareholders decided to merge the mountain railways on both sides of the valley in order to build a ski destination of European size.
PwC handled the valuation of both businesses, performed the financial due diligence of Rothorn and supported in the adoption of Swiss GAAP FER in order to get the listing on the SWX.
Private Equity
PwC Corporate Finance Switzerland acted as sole financial advisor to Astorg Partners in the acquisition of Metalor Technologies International SA by a consortium consisting of Astorg Partners (new majority shareholder), prior shareholders and the management.
The background
Astorg is a Paris based private equity firm with over €1 billion of funds under management. Astorg, seeking investments in Switzerland, mandated PwC Corporate Finance due to our excellent market know how and ready access to relevant decision makers in the Swiss corporate world.
Metalor is a leading Swiss precious metals and advanced materials company. With subsidiaries in 15 countries, Metalor supplies its products to partners in industries as varied as electronics and electrical engineering and the manufacture of deluxe watches. Metalor Group includes some 17 companies on four continents with a worldwide staff of 1’380 employees.
PwC Corporate Finance Switzerland acted as lead advisor to the selling shareholder of KADI AG in the management buy-out backed by ECM Equity Capital Management GmbH.
The background
KADI, a producer and marketer of frozen potato specialties and convenience food products, is the leading supplier of frozen potato products to the Swiss foodservice industry. By means of new, value-added convenience food products, KADI is in the process of reducing its dependence on potato products in light of the anticipated liberalization of the Swiss agricultural market. The Company employs 170 people and has revenues of about CHF 55 million. ECM is a German based private equity fund focusing on German speaking Europe and on mid-market companies with an established track record in manufacturing, service or trade.
PwC Corporate Finance acted as lead advisor to the founders of the EM Test Group Companies. RETE Holding AG, an acquisition vehicle formed and controlled by Riverside Europe, acquired both EM Test AG and its independent sister company in Germany. The three founders of the EM Test Group, together with the key employees of the Group, all have taken a minority stake in RETE Holding.
The background
EM Test is the market leader for electromagnetic compatibility (EMC) test generators, which are used to test the immunity of electronic systems to conducted electromagnetic inferences in a wide variety of industries (automotive electronics, industrial & household electronics, medical, aerospace etc). The Riverside Company is the largest global private equity firm focused on small & medium sized enterprises. It has 17 offices on three continents.
PwC Corporate Finance Switzerland acted as lead advisor to SWX-listed Zehnder Group AG in the disposal of its division Faral Spa to Bavaria Industriekapital, Munich (Germany).
The background
The sale of Zehnder's aluminum radiator business is a further step in Zehnder Group's strategy to focus its activities on the niches of high-end and customized design steel radiators and supports the further expansion of the comfort ventilation business. Bavaria Industriekapital is an industrial holding company that invests in European industrial manufacturing and services businesses in special situations.
The deal
PwC Corporate Finance Switzerland acted as lead advisor to Rieter in the sale of the assets and liabilities of the Filament Extrusion Technology Business to Bavaria Industriekapital. The business was part of the Chemical Fiber Textile Business and is located in Winterthur, Switzerland. The unit has some 80 employees and generated sales of about CHF 50 million in 2005. The deal was completed in December 2006.
The background
The sale of the business has been subject of a strategic review within the Textile Systems Division. Bavaria Industriekapital, Munich, is an industrial holding company that invests in European industrial manufacturing and services businesses in special situations.
The sales process was highly complex: due to the integration of the business within Rieter group, carve out financial statements had to be prepared in order to define the sales object and to start the sales process.
The deal
PwC Corporate Finance Switzerland acted as lead advisor in the disposal of Orior Food SA to Capvis Equity Partners and the Company's management. Orior was a wholly owned subsidiary of the listed Pargesa Holding SA.
The background
Orior is the leading convenience food company in Switzerland with significant market shares in all segments of its product offering, including a wide range of Italian charcuterie, "pâté”, fresh pasta, poultry and vegetarian value-added products as well as a broad assortment of ready-meals and traiteur products.
Considering the Company's dependence on the two leading Swiss retailers, the sale process exclusively focused on PE investors in order to maintain the Company's independence position.
Capvis is the leading Swiss private equity house based out of Zurich.
Debt Advisory
PwC Corporate Finance acted as lead advisor in the arrangement of an acquisition and working capital credit facility for Lodestone Management AG.
The background
Lodestone is a management consulting firm with extensive experience with global and highly complex transformation processes enabled by SAP in a wide spectrum of clients ranging from mid-sized to Fortune 500 entities. Lodestone was founded in 2005 and has been growing very rapidly. To date, this growth has been financed internally but the continuation and acceleration of this expansion will require external financing going forward – mainly to finance working capital needs and selected acquisitions.
PwC Corporate Finance Switzerland acted as transaction advisor arranging the financing of the leveraged recapitalization of Masai Barefoot Technology, MBT. In the context of this transaction, the two minority shareholders of MBT bought out the majority owner without the contribution of any additional equity. PwC also performed the buyers' due diligence, designed and implemented a tax efficient corporate structure and provided legal support in connection with the sale and purchase agreement.
The background
The Switzerland based MBT is a market leader of a footwear solution for a health conscious audience. The Company's unique product, using proprietary technology, enables the body to stand and walk in the way intended by nature, offering a natural fitness and rehabilitation solution with style.
PwC Corporate Finance Switzerland acted as financial advisor for the founding partners of Close Trustees (Switzerland) S.A. in the refinancing of the vendor loan provided by Close Asset Management Holdings Limited. The loan was discharged in the context of the MBO of Close Trustees.
The background
Close Brothers Group plc announced at the end of 2006 its plan for a closer integration of its offshore and onshore private client businesses under the new name of Close Wealth Management Group. CBG yet recognized that the Close Trustees business in Geneva had a strong team and proposition that would benefit from a more independent position outside the rest of the Wealth Management Group. Late April 2007, CTS thus completed a management buy-out, whereby its management team increased its investment from 30% to an 80% majority of the share capital with Close Brothers Group plc retaining a 20% minority interest. Though not in the lending business, CBG provided a vendor loan so that the MBO completion was not contingent upon financing.
Capital Markets
PwC Corporate Finance Switzerland acted as lead advisor to Liechtensteinische Landesbank Aktiengesellschaft (LLB) in the public takeover of Bank Linth.
The background
LLB is the second largest bank in the Principality of Liechtenstein and market leader in the savings and mortgage lending business. LLB has got a strong international Private Banking franchise with client assets of some CHF 47 billion.
Bank Linth is the fourth largest regional bank in Switzerland deeply rooted in the eastern part of Switzerland with some 12,000 shareholders. Bank Linth's main business focus is retail banking with growing ambitions in private banking. Both banks, LLB as well as Bank Linth, are listed on the Swiss Stock Exchange (SWX).
LLB submitted a friendly tender offer for Bank Linth. At expiration of the acceptance period, LLB had a total holding of 74.2% of Bank Linth's issued share capital and voting rights and therefore declared the takeover as accomplished.
Real Estate
PwC Corporate Finance Real Estate acted as advisor to "Die Schweizerische Post" in the disposal of the property "Schönburg" in Bern to Credit Suisse - Real Estate Fund LivingPlus.
The background
"Die Schweizerische Post" owns a real estate portfolio with more than 1’300 properties in Switzerland. In the context of a strategic realignment "Die Schweizerische Post" will move their new headquarter to the "Neue Schanzenpost" in Bern. Die Schweizerische Post decided to dispose of the property "Schönburg" and ensured through a sale and rent-back transaction the utilisation until the new headquarter "Neue Schanzenpost" is completed. PwC Corporate Finance Real Estate acted as advisor and provided legal support for the transaction to "Die Schweizerische Post".
PwC Corporate Finance Real Estate acted as lead advisor to Spross-Immobilien AG in the disposal of the property "Air-Center" in Opfikon-Glattbrugg to Credit Suisse Asset Management Funds.
The background
Spross-Immobilien AG owns a diversified real estate portfolio in the Greater Zurich area. In the context of a strategic realignment, Spross-Immobilien AG decided to dispose of the property "Air-Center". PwC Corporate Finance Real Estate acted as lead advisor and provided tax and legal support for the transaction to Spross-Immobilien AG.
The deal
PwC Corporate Finance Real Estate Switzerland acted as lead advisor in the sale of the Swiss Real Estate company De Bary & Co. AG. The company originally owned by members of the Family De Bary was sold to the Swiss listed Real Estate Company Intershop AG.
The background
De Bary & Co. AG, founded in the 17th century, was a famous producer of silk products. In the 60's of the last century the production was shut down and a new residential property was erected on the former production site. The company was owned by the De Bary family up to the sale to Intershop. The reasons for the sale were the increasing investment needs for the properties and the split of the ownership of the company to an increasing number of family members.
PwC Corporate Finance Switzerland acted as lead advisor in the OpCo-PropCo Transaction of Elektro-Material AG. Elektro-Material AG sold its operating real estate portfolio to a private foreign investor, and simultaneously rented it back.
The background
Elektro-Material AG is the leading Swiss electrical wholesale distributor with an annual turnover of CHF 360m. Elektro-Material is headquartered in Zurich and has 8 branches in all major economic areas of Switzerland.
After the preceding sale of Elektro-Material to Rexel, the CF REC team approached Rexel with the idea of an Opco-PropCo structure, i.e. splitting the properties from the operational side of Elektro-Material. Rexel SA, the world-market leader in electrical wholesale and at that time the largest European LBO, was very responsive to this transaction idea and assigned CF REC as exclusive sell-side advisor for the transaction. The portfolio was sold in a controlled auction process to a private UK investor.
- Philipp Hofstetter
- Responsable Corporate Finance
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- Tél: +41 58 792 15 06
- Pascale Güllner Kea
- Valuation & Corporate Finance Suisse Romande
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