Success factors in post-merger integration

Entering foreign markets and reaching new customers, realising cost savings or extending product portfolio: The rationale for mergers and acquisitions vary from deal to deal. In some cases, deal makers are able to reach their expected synergies quickly. Other mergers and acquisitions will not add the value the deal makers were hoping for. What are the main reasons why some deals are sustainably successful while others fail to meet expectations?

That was the question we wanted to answer with our recently published analysis “Success factors in post-merger integration (PMI). “  The study concludes that successful deal makers excel in four areas of the PMI process:

– achieving synergies,
– completing the integration within an ambitious timeframe,
– successfully managing culture and change, and
– implementing strong project governance.

Synergies are key

Synergies are a key to success and a necessary precondition to creating value with a merger or acquisition. Successful deal makers tend to integrate deeper than less successful acquirers. Businesses that are successful at integrating usually integrate not only support functions, but also core functions such as research and development.

Balance between speed and quality

Successful deal makers complete most of the integration within one year after closing. Businesses managing a speedy integration will benefit from the positive effects of a merger much sooner, enabling them to quickly return to daily business. The challenge lies with finding the optimum balance between the speed and quality of the integration. Too speedy an integration is risky: businesses may take uninformed decisions and overlook important aspects.

Actively managing culture and change

Establishing culture and change management during the integration process is one the most important success factors. Our survey indicates that companies that put culture and change management at the heart of their integration process perform considerably better. For the deal to be sustainably successful, businesses should focus on keeping key talents in the firm and engaging employees.

Strong project governance will pay off

The fourth success factor in post-merger integration is organizational: Businesses that implement strong project governance are usually more successful at integrating. Characteristics of a robust project governance include pragmatic guidelines for decision-making and on how to assign the right resources to the right activities at the right times. Strong project governance will speed up the integration process, offer support during cultural clashes as well as in managing other risks that can put integration success in danger.

The four dimensions are strongly interlinked

Our analysis shows that the four main success factors are strongly interlinked: Companies who perform well in one dimension also tend to excel in the other three. Businesses who take the four success factors identified in our research into account throughout the integration process have good chances to reach their expected goals – no matter whether these are  to conquer new customer segments, to build expertise, or to cut costs.

Download full report

Contact

Dr. Claude Fuhrer
Partner and M&A
Integration Leader PwC Switzerland
+41 79 312 80 82
claude.fuhrer@ch.pwc.com

Dr. Rosi Liem
Director and M&A
Integration Leader PwC Germany
+49 160 9953 24 02
rosi.liem@pwc.com 

PwC’s Corporate Finance Team Advises Electrosuisse on Successful Transaction

07/06/2017

PwC Corporate Finance advises Electrosuisse on the sale of its testing and certification business activities to Eurofins

Zurich | A team of PwC Switzerland led by Sascha Beer, Partner Corporate Finance / M&A, acted as lead advisor to Electrosuisse, the official specialist organization in the field of electrical engineering, power generation and information technology with c. 6’900 members in Switzerland, on the sale of its testing and certification business activities to Eurofins.

With more than EUR 2.5 billion in annual revenues and over 28,000 employees in 2016, Eurofins is a leading international group of laboratories providing a range of analytical testing services.

The sale to the international Eurofins Group reflects Electrosuisse’s response to the changing economic and political conditions as well as the increasing complexity and globalization in the testing and certification market and ensures that Swiss equipment manufactures will continue to gain access to international markets in the future.

The team 

Sascha Beer
Partner, Corporate Finance / M&A

Marc Buser
Senior Manager, Corporate Finance / M&A

Lasse Stünitz
Senior Consultant, Corporate Finance / M&A

PwC Deal Talk – Doing Deals in France from a Swiss Investor’s Perspective

Edition 3/2017

With nearly 600 kilometers of common border, France and Switzerland have historically maintained close trading ties. In 2015, Swiss exports to France amounted to USD 14.4 bn mainly consisting of pharmaceutical and chemicals products and watchmaking items. With cumulative invested capital of EUR 42.4 bn at the end of 2015, Switzerland is amongst the biggest foreign investors in France.

France recently emerged as one of the most active European countries in terms of venture capital investments, paving the way for further foreign capital inflow. In the meantime, the French economy is slowly recovering from the 2008 global financial crisis and has shown a GDP growth reaching 1.1% in 2016. This recovery was also visible in M&A activity, which increased in terms of value and number of deals, particularly in the past three years.

Nonetheless, the French market is distinct from the rest of Europe and investors need to be aware of some unique features applicable to transactions. With first-hand experience and local teams on the ground, PwC can help you to avoid common pitfalls when doing deals in France.

Read Attachment

Contact Us

Sascha Beer
Partner
Corporate Finance / M&A
Tel. +41 58 792 1539
sascha.beer@ch.pwc.com

Nico Psarras
Partner
Head of Transaction Services
Tel. +41 58 792 1572
nico.psarras@ch.pwc.com

Maxime Dubouloz
Head of M&A Western Switzerland
Tel. +41 58 792 9058
maxime.dubouloz@ch.pwc.com

Mathieu Gravier
Senior Manager, Transaction Services
Tel. +41 58 792 9300
gravier.mathieu@ch.pwc.com

 

PwC Deal Talk – Doing Deals in Canada

Edition: 1/2017

DealTalk_E1Canada is an important trade partner for Switzerland. In 2015, Swiss exports to Canada amounted to USD 3.4 bn and mainly consisted of pharmaceutical products, organic chemicals, scientific and precision instruments, machinery and equipment, clocks, watches and parts. Moreover, with a total invested capital of USD 8.9 bn at the end of 2015, Switzerland is also among the ten biggest foreign investors in Canada.

The current weak Canadian Dollar offers attractive investment opportunities for Swiss investors. While the Canadian market has some similarities to the US and European market, there are some unique features that investors need to be aware of. With first-hand experience and local teams on the ground, PwC can help you to avoid common pitfalls when doing deals in Canada.

Read the PwC Deal Talk

 

Please do not hesitate to contact us.

Sascha Beer
Partner
Corporate Finance / M&A
+41 58 792 15 39
sascha.beer@ch.pwc.com

Michael Huber
Senior Manager
Corporate Finance / M&A
+41 58 792 15 42
michael.t.huber@ch.pwc.com

Ticino Management: Complimenti per la trasmissione

ticino_managementOgni anno in Ticino almeno mille aziende devono essere cedute o trasferite ai figli. Eppure solo poche decine impostano un processo strutturato di trasmissione aziendale. Le altre o chiudono o vendono – spesso a un prezzo non adeguato – oppure affrontano la sfida a occhi chiusi senza chiedere consulenze strutturate, con tutti i rischi del caso.

Leggete l’articolo.

 

Marco Tremonte, direttore della divisione Corporate Finance/M&A di PwC in Svizzera rimane a vostra disposizione per ultieriori domande in merito alla Successione.

Swiss parliament passes final corporate tax reform package to enhance global competitiveness

In brief
The Swiss parliament on June 17, 2016, following several back and forth debates, passed the final corporate tax reform package (CTR III) to strengthen Switzerland’s competitiveness as business location. CTR III includes several notable tax reform measures related to federal and cantonal tax laws, included expected reductions to certain cantonal tax rates.

 

Read the decisions of the National Council in detail in our current newsletter.

 

Next steps
The Federal Council determines when the reform measures will take effect. However, the referendum period of 100 days is first to be passed after the official publication of the legislation. If no referendum is requested, certain federal tax measures in CTR III could go into effect as early as the beginning of 2017. The cantons must then separately pass the measures related to the tax harmonization law as part of their cantonal tax legislation. Cantonal legislation changes, and any decision to reduce the cantonal corporate tax rate, would require additional approval by the cantonal electorate in case cantonal referendum would be requested as well.

A referendum opposing the federal government’s CTR III bill seems likely, as repeatedly announced by the country’s left parties. The cantonal electorate would likely have to vote on the bill in February 2017. In the event of a passing vote, the reform could take effect effective at the federal and cantonal levels starting in 2019.

The takeaway
Passage of CTR III marks an important milestone in Swiss tax legislation. Subject to approval by the Swiss electorate and subsequent implementation in the cantons, Switzerland will have an internationally recognized corporate tax system. The period of uncertainty is herewith ended and Switzerland can offer a stable tax and legal system outlook. The reform will have both, winners and losers. Switzerland will continue to have an internationally competitive federal tax system, independent of the decisions made by the cantons. Using the building blocks available under CTR III, each canton can design its own rules, tailored to its particular circumstances and requirements. However, inter-cantonal tax competitiveness is likely to increase due to diverging cantonal income tax rates.

Overall, CTR III’s reform measures are expected to keep Switzerland competitive globally for MNEs operating and domiciled in the country.

Despite maintaining tax-related location competitiveness in international comparison, the big winners of the reform will, however, be the Swiss SMEs. They will be able to benefit the most from the envisaged relief with the patent box, the R&D special deduction, the NID and the cantonal reductions in corporate income tax. The increase in partial taxation, as far as the cantons envisage this in connection with the introduction of the NID, should be bearable for entrepreneurs, as the overall burden for SME owners should not increase if one sets off the lower burden at company level against the additional burden at ownership level.

The reform is of pivotal importance for the medium- and long-term future of Switzerland. This awareness should be considered within the scope of the referendum and will be the decisive factor during the national referendum which seems to be an extremely likely possibility.

Corporate Tax Reform Act III from June 17, 2016

If you have questions, please contact your usual PwC contact person or one of PwC Switzerland´s experts in CTR III named below.

Contacts

Andreas Staubli
Partner
Leader Tax & Legal Services Schweiz
Tel. +41 58 792 44 72
andreas.staubli@ch.pwc.com
Armin Marti
Partner
Leader Corporate Tax Schweiz
Tel. +41 58 792 43 43
armin.marti@ch.pwc.com
Benjamin Koch
Partner
Leader Transfer Pricing and Value Chain Transformation
+41 58 792 43 34
benjamin.koch@ch.pwc.com
Daniel Gremaud
Partner
Leader Tax & Legal Romandie
+41 58 792 81 23
daniel.gremaud@ch.pwc.com
Claude-Alain Barke
Partner
Tax & Legal Romandie
+41 58 792 83 17
claude-alain.barke@ch.pwc.com
Remo Küttel
Director
Tax & Legal
+41 58 792 68 69
remo.kuettel@ch.pwc.com
Laurenz Schneider
Director
Corporate Tax
+41 58 792 59 38
laurenz.schneider@ch.pwc.com

Deal Cycle Framework

Ein Deal – Ein Team

Keine Lücke von der Strategie bis zur Umsetzung: Dass das über den Erfolg oder Misserfolg von Unternehmen entscheidet, ist bekannt. An eindrücklichen Beispielen zeigt das auch das kürzlich erschienene Buch «Strategy that works – How winning companies close the strategy-to-execution gap».

Was bei einem einzelnen Unternehmen spielentscheidend ist, gilt umso mehr beim Kauf, beim Verkauf oder bei der Fusion von Unternehmen – kurz beim Deal. Auch hier bringt es einen grossen Mehrwert, wenn die Unterstützung bei den strategischen Vorüberlegungen, bei den konkreten Abklärungen aller Finanzfragen, Bewertungen, Steuerthemen, möglicher Zusammenschlüsse und Personalthemen bis hin zur finalen Integration aus einer Hand kommt. Denn nur so entsteht sicher keine Lücke auf dem langen Weg von der Idee bis zur Integration.

Das Deals-Team von PwC Schweiz betreut den ganzen Deal: alle Schritte aus einer Hand. In einer Artikelreihe im Schweizer Treuhänder/Expert Focus (Schweizerische Zeitung für Wirtschaftsprüfung, Steuern, Rechnungswesen und Wirtschaftsberatung) haben wir einige wichtige Aspekte eines Deals herausgepickt und genauer beleuchtet: Als schnelle Vertiefung für alle, die sich dem Thema nähern möchten.

Lesen Sie den ganzen Artikel hier.

 

Event – The real deal: why HR has to be part of any M&A transaction

2016 looks like being a big year for M&A activity with the pace of acquisitions and divestments gathering momentum.

As deal sizes increase to match larger appetites for expansion and growth, the pressure is on HR to identify critical deal issues and costs, as well as plan for integration or separation to deliver the deal value and identified synergies.

Whilst this places heavy demands on the HR team, it also presents a great opportunity for HR to partner with the business and the deals team to deliver value and implement corporate strategy.

If acquisitions, disposals or even reorganisations are on the agenda of your organisation, then this round table will be valuable for you. We invite you to come and participate in an interactive exchange about the role and value of HR teams in monitoring the transaction throughout the whole life cycle of a deal: due diligence, pre-close and integration. Also, a colleague from our deals team will share valuable insights from the “deals team” perspective with you.

When?
Tuesday, 19 April 2016
8:30 am to 11:00 am

Where?

PwC Zurich I Birchstrasse 160 I 8050 Zurich
Map & directions

Reserve your seat as soon as possible by registering here.

If you have any further questions regarding the event, please do not hesitate to contact Hanna Boeck.

Impact of the Double Tax Treaty between Switzerland and Argentina

Introduction

With the conclusion of the ratification procedure, the Double Tax Treaty (DTT) between Switzerland and Argentina for the avoidance of double taxation with respect to taxes on income and on capital, completed in Bern on 20 March 2014, will enter into force on 27 November 2015. The convention will replace the provisional convention of 1997 that has been terminated by Argentina on 16 January 2012, and therefore ends the contract-free period. The rules under the treaty will be applicable starting from 01 January 2016, with the exception of source taxation for which relief can be claimed retroactive for 2015.[1]

Brief summary of the new convention

The convention primarily provides legal certainty and aims to avoid double taxation with respect to taxes on income and capital between Switzerland and Argentina. The new rules are comparable to the original convention from 1997, with a slight deterioration in favor of Argentina. The essential aspects of the treaty in particular with respect to the source taxation of dividends, interest and royalties are outlined below.

Dividends

The provisions referring to dividend payments is in accordance with the one from the double tax convention of 1997. Article 10 paragraph 2 of the new treaty provides a limitation of the withholding tax to 10 per cent if the beneficial owner is a corporation (other than a partnership) which holds directly at least 25 per cent of the capital. In all other cases, the withholding tax is 15 per cent of the gross amount of the dividend payment, if the payment does not exceed the cumulated taxable profits of the company paying the dividends.[2] In the latter case, figure 9 letter b of the protocol provides a definitive tax of 35 per cent (so-called “Equalization Tax“) for which no relief is provided under the new convention.

Interest

Article 11 paragraph 2 of the convention provides a limitation of the withholding tax to 12 per cent of the gross amount of the interest paid (exceptions apply under paragraph 3). Switzerland generally does not levy a withholding tax on interests paid on commercial loans. Under Argentinean law however, interest payments to a foreign resident are subject to withholding tax of 15.05 to 35 per cent, depending on their nature.[3]

Royalties

Under Argentinean law, royalties paid to a foreign resident are subject to a withholding tax of on different rates, depending on their nature. According to Article 12 paragraph 2, the convention provides a limitation of the withholding tax to 3 to 15 per cent, in particular:[4]

  • (a) 3 per cent of the gross amount paid for the use of, or the right to use, news;
  • (b) 5 per cent of the gross amount paid for the use of, or the right to use, copyright of literary, dramatic, musical or other artistic work (but not including royalties in respect of motion picture films and works on film or videotape or other means of reproduction for use in connection with television);
  • (c) 10 per cent of the gross amount paid for the use of, or the right to use, industrial, commercial or scientific equipment or any patent, trade mark, design or model, plan, secret formula or process, computer software or for information concerning industrial or scientific experience including payments for the rendering of technical assistance; and
  • (d) 15 per cent of the gross amount of the royalties in all other cases.

As Switzerland does not levy any withholding tax on royalties, the provisions under paragraph 2 apply to royalty payments from Argentina to a Swiss resident only.

Capital gains

Article 13 paragraph 5 (considering the exception provided in paragraph 4) provides a limitation of the withholding tax on capital gains derived from the alienation of shares to 10 per cent if the beneficial owner directly holds at least 25 per cent of the capital and to 15 percent in all other cases (same as for dividend taxation).[5]

Further amendments

A major change compared to the previous convention of 1997, is the inclusion of article 25 with respect to the information exchange. In line with the current international standard on information exchange, the new treaty facilitates the exchange of information upon request.

Impact on Swiss corporations

Even though the new DTT does not vary significantly from the previous version of 1997, it primarily provides legal certainty for Swiss corporations with investments in Argentina. While the previous version has never been ratified and has been terminated in 2012, the newly signed treaty introduces a new legal base. From a pure cash tax perspective, the DTT does not provide better WHT rates on dividends as set forth by Argentine internal law.

However, the limitation to 10% taxation in the DTT with Switzerland concerning capital gains (M&A transaction relevant cash tax outflows which are usually burdensome as transferred from sellers to buyers or requiring the acquisition of complex intermediary structures), could open planning opportunities as Argentine internal law stipulates a taxation at 13.5% on gross sales proceed or 15% on actual capital gain.

For more information on the topic discussed above, including what it means in practice or for other tax questions, contact your local PwC engagement team or me.


[1] Staatssekretariat für internationale Finanzfragen (29.10.2015), Grünes Licht für das Inkrafttreten des DBA zwischen der Schweiz und Argentinien (https://www.admin.ch/gov/de/start/dokumentation/medienmitteilungen.msg-id-59271.html).
[2] Abkommen zwischen der Schweizerischen Eidgenossenschaft und der Republik Argentinien zur Vermeidung der Doppelbesteuerung auf dem Gebiet der Steuern vom Einkommen und vom Vermögen (DBA-AR), S. 26 (http://www.news.admin.ch/NSBSubscriber/message/attachments/36896.pdf).
[3] PwC, Worldwide Tax Summaries – Corporate Taxes 2015/16, S. 58-59, Botschaft zu einem neuen Doppelbesteuerungsabkommen zwischen der Schweiz und Argentinien, S. 8601 (https://www.admin.ch/opc/de/federal-gazette/2014/8593.pdf).
[4] DBA-AR, S. 29; http://www.news.admin.ch/NSBSubscriber/message/attachments/34166.pdf, S. 11-12.
[5] DBA-AR, S. 30-31.
Daniel Gremaud
Leader Tax & Legal Services Romandie (Western Switzerland)
PwC
Avenue C.-F. -Ramuz 45
1001 Lausanne
Tel. +41 58 792 81 23
Matthias Marbach
Director Tax & Legal Services
PwC
Birchstrasse 160
8050 Zürich
Tel. +41 58 792 44 76

Swiss Supreme Court: tax-privileged quasi-merger status is only granted if the receiving company is issuing its own shares

Swiss Supreme Court denies qualification of a specific transaction as a quasi-merger and hence as a Swiss tax-neutral restructuring

In Switzerland, the quasi-merger is not formally stipulated under Swiss merger law. Yet, in Swiss tax practice, quasi-mergers typically qualify as tax neutral restructurings (“tax privileged” restructurings), if certain criteria are met.

According to Swiss Tax Administration Circular Letter No. 5, “Reorganisations”, a Swiss tax-privileged quasi-merger usually requires that the receiving company takes over at least 50% of the target’s voting power. In addition, the target’s shareholders may receive a maximum of 50% of the total consideration in cash for their previously held shares in the target. Consequently at least 50% of the total consideration must be paid in new shares (of the receiving company). Typically, the receiving company procures the shares for the share-exchange by way of a capital increase.

In the case at hand, individual A held 100% of the shares of X-AG and 50% of the shares in Y-AG as part of his private wealth. In 2007, A transferred his interest of 50% of Y-AG at book value to X-AG. Subsequently, A held his interest of 50% in Y-AG indirectly via X-AG.

In its decision of 10 June 2015 (2C_976/2014), the Swiss Supreme Court confirmed Circular Letter No. 5 and ruled that in the absence of an increase of the capital level of X-AG, the transfer of the Y-shares does not qualify as a quasi-merger for Swiss tax purposes. As a result, the difference between the market value and the book value of the 50% interest in the Y-shares was subject to Swiss stamp duty on the issuance of capital.

Companies and individuals engaging in quasi-mergers must therefore carefully structure a transaction in order to ensure qualification as a tax neutral reorganisation.