Successful Transactions with PwC

04/08/2017

PwC Corporate Finance advises Lonza on the acquisition of Micro-Macinazione


Geneva | A team of PwC Switzerland led by Martin Frey, Partner Corporate Finance/M&A, acted as lead advisor to Lonza Group AG (“Lonza”), a Swiss leading supplier to the pharmaceutical, biotech and specialty ingredients markets. Founded in 1897 in the Swiss Alps, Lonza today is a well-respected global company with more than 50 major manufacturing and R&D facilities and nearly 14,000 full-time employees worldwide.

With over 45 years of experience, Micro-Macinazione S.A. is a leading provider of micronization services and equipment for the Pharmaceutical & Fine Chemical industry. The company was acquired in 2012 by Cross Equity Partners, a Swiss Private Equity fund active in the development of mid-sized companies in Switzerland, Germany and Austria.

Acquiring Micro-Macinazione was strategic for Lonza as it provides micronization technology and expertise that complements its existing US capabilities and provides additional capacity to support its growth.
Thanks to its close relationships with both Cross Equity and Lonza, PwC Corporate Finance team was able to bring both parties together in the negotiation and ensure a smooth and quick deal execution.

The team

Martin Frey
Partner, Corporate Finance/M&A

Maxime Dubouloz
Director, Corporate Finance/M&A

Steve El-Osta
Manager, Corporate Finance/M&A

Labinot Brahimi
Consultant, Corporate Finance/M&A

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

Edition 4/2017

India has seen significant economic growth in the past two decades and has credibly positioned itself as the largest democratically driven economy in the world.

With more than 250 Swiss companies having a presence in India and with a total Swiss foreign direct investment of over USD 3.2 bn in India since the year 2000, the subcontinent is also an increasingly important trade partner for Switzerland.

In 2015, Swiss imports from India amounted to USD 1.0 bn whilst Swiss exports to India (excluding bullion) amounted to USD 0.8 bn.

M&A activity in India has gradually increased over the last 5 years. 2016 saw the highest M&A activity of this period with 1,002 deals with a total deal value of USD 61 bn, whereby USD 29.3 bn (48%) of deal value was linked to cross-border transactions.

India offers attractive opportunities for Swiss Investors, but the environment is vastly different to the Swiss market and there are unique features 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 India.

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

Devinder Singh
Director, Transaction Services
Tel. +41 58 792 1432
devinder.singh@ch.pwc.com

Successful Transactions with PwC

14/07/2017

PwC Corporate Finance advises Giroflex on the sale of the Group and its subsidiaries to Flokk A.S., a portfolio company of Triton

Zurich | A team of PwC Switzerland led by Sascha Beer, Partner Corporate Finance/ M&A, acted as lead advisor to Giroflex Holding AG, a manufacturer of award-winning office chairs generating c. EUR 42 million of revenues with c. 200 employees in Switzerland, Belgium, Germany, France and the Netherlands.

Flokk is one of the leading office chair manufacturers in Europe with sales of c. EUR 140 million and 550 employees. Acquired by Triton, a private equity fund, in 2014, the company has since then made several add-on acquisitions.

According to Flokk’s managing director, Lars Roiri, the acquisition allows Flokk to expand outside of Scandinavia with Giroflex complementing Flokk’s existing activities and geographic footprint. The acquisition is part of Flokk’s goal to double its turnover within three to five years via both organic growth and further acquisitions.

The team

Sascha Beer
Partner, Corporate Finance/ M&A

Marc C. Buser
Senior Manager, Corporate Finance/ M&A

Lasse Stünitz
Senior Consultant, Corporate Finance/ M&A

Nikola Gozze
Consultant, Corporate Finance/ M&A

PwC Corporate Finance advises Le Temps Manufactures on Successful Transaction

14/06/2017

PwC Corporate Finance advises Le Temps Manufactures on the sale of the Group and its subsidiaries to Helarb, a private equity fund

Geneva | A team of PwC Switzerland led by Martin Frey, Partner Corporate Finance/M&A, acted as lead advisor to Le Temps Manufactures (“LTM”), a Swiss group specialized in the development and manufacture of complex watch components, movements and watches in small series entirely Swiss made. The constant focus of LTM in terms of innovation, quality and reliability enabled the Group to develop over the years a loyal client base, composed of the most well-known watch brands on the market.

Helarb is a Swiss based private equity fund with an investment focus on small and medium sized industrial businesses in Switzerland, France and Germany.

The acquisition of LTM was strategic for Helarb as it enables the fund to strengthen its position in the watchmaking industry and enlarge its service portfolio in this sector.

The team

Martin Frey
Partner, Corporate Finance/M&A

Maxime Dubouloz
Senior Manager, Corporate Finance/M&A

Steve El-Osta
Manager, Corporate Finance/M&A

Labinot Brahimi
Consultant, Corporate Finance/M&A

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

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.