Case study: How do you find precious metals?

Astorg Partners conducting its first transaction outside France

Challenge

The French private equity company Astorg Partners was looking for investment opportunities in Switzerland. PwC took on the task of identifying targets that matched the criteria defined by Astorg. It then carried out in-depth evaluations of a number of companies including Metalor, which specialises in precious metals and advanced materials.

International partner

In 2007, when Astorg Partners decided to start investing outside France, PwC France put them in touch with PwC Switzerland, a normal practice within the PwC network. After an initial meeting to gain a better understanding of Astorg’s investment criteria, PwC Switzerland presented Astorg with a number of potential targets.

Approaching potential targets

PwC subsequently made contact with some of these targets with a view to a possible sale. Thanks to PwC’s excellent relationships with Swiss companies, they were able to put Astorg in touch with a number of them. One of these target companies was Metalor, an international group based in Neuchâtel that specialises in precious metals and advanced materials.

PwC provided us with high-quality consulting for a technical transaction and the support of a first-rate relationship network. Its excellent reputation made a decisive contribution to the success of the transaction.

Jean-Hubert Vial, director at Astorg Partners and director of Metalor International SA

Solution

PwC learned that Metalor was for sale and put Astorg forward as a potential buyer. Thanks to the flexible nature of its operational and financial structure, Astorg was able to make Metalor’s shareholders an offer that more than 60% of them accepted.

Astorg as potential buyer of Metalor

PwC found out, through personal relations with one of Metalor’s directors, that relatively advanced negotiations were underway regarding the sale of the company. PwC intervened to ensure that Astorg was included in the choice of potential purchasers. This step, together with the crafty takeover bid, made Metalor reopen their sale dossier at the last minute.

Preparing the offer

Drawing on the conclusions of a concise an abridged due diligence process carried out by PwC that demonstrated Metalor’s financial and tax position, Astorg prepared its offer and put the finishing touches to an innovative transaction structure. The sellers then decided to continue negotiations exclusively with Astorg.

New negotiations and takeover

Thanks to the speed of its decision-making processes and its flexibility, Astorg was able to adapt its takeover offer to take account of the difficult, ever-changing economic climate in 2009, and in May of that year submitted a proposal that was accepted by the majority of shareholders. In October 2009, Astorg purchased just over 60% of Metalor’s shares. 

Result

The strength of PwC’s relationship network in Switzerland enabled it to find a suitable takeover candidate very quickly and put Astorg in touch with the shareholders of the company. PwC then assisted Astorg throughout the entire takeover process and will continue to support it going forward.

Network and experience in valuing companies

PwC’s reputation in the Swiss market and its excellent personal relationships with Swiss companies enabled it to quickly identify the most plausible buyer for Metalor. Astorg benefited not only from PwC’s relationship network but also from its experience in valuating complex companies.

Advice throughout the transaction phase

After succeeding in not only getting Astorg included in the list of potential purchasers but chosen as the sole candidate, PwC worked with its client throughout the entire transaction. It helped to optimise the financial and tax structure of the transaction and assisted Astorg in its negotiations with the sellers. PwC’s expertise and experience gained in numerous previous transactions allowed it to advise Astorg on the design and implementation of the profit-sharing model for Metalor’s management.

Relationship with sellers built on trust

A key factor in the success of the transaction was the regular exchange of ideas with the sellers and, as a result, the atmosphere of trust that was created between them and PwC. This made it easier to resolve the occasional differences that arose between the parties.

Other takeovers and structural improvements

Once Astorg’s takeover had been completed, PwC once again drew on its international network and helped Metalor with further acquisitions in the United States and China. In addition, PwC is currently working on optimising Metalor’s tax structure and assisting in a possible restructuring. Astorg is also planning further investments in Switzerland in collaboration with PwC. 

Contacts

Martin Frey

Partner, Corporate Finance / M&A , Zurich, PwC Switzerland

+41 58 792 15 37

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