S y E y C y A Swiss Private Equity & Corporate Finance Association
I. Report from the President 3
II. SECA, Switzerland and Private Equity 15
III. Chapters and Working Groups 27 Reporting Seed Money & Venture Capital 28 Reporting Private Equity 51 Reporting Corporate Finance 85 Reporting Legal & Tax 124
IV. Events and Trend Luncheons 133
V. Financial & Audit Report 143
VI. Membership Reporting 147 Full Members 149 Associate Members 275 Individual Members 331 Listed Private Equity Funds 335
VII. Articles of Associations 348
VIII. Swiss Limited Partnership Model Documentation 352
IX. Code of Conduct for Private Equity Investments 370
X. Code of Conduct for Corporate Finance Professionals 396
XI. National Associations 400
XII. Index of Persons 408
Print run: 2,500 examples Publisher: SECA – Swiss Private Equity & Corporate Finance Association, 6304 Zug, Switzerland Conception: Maurice Pedergnana ([email protected]) Editor-in-chief: Philipp Dialer ([email protected]) Support: Andrea Villiger ([email protected]), Nicolas Bürkler ([email protected]) Layout: more! than words, Gero Wierichs, 33607 Bielefeld, Germany (www.more-than-words.net) Cover: Atelier Mühlberg, 4052 Basel, Switzerland (www.atelier-muehlberg.ch) Print office: Druckerei Odermatt AG, Erich Keiser, 6383 Dallenwil, Switzerland (www.dod.ch) Pictures credits: www.pixelio.de, www.yotophoto.com
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S E C A Swiss Private Equity & Corporate Finance Association
Report from the SECA Chairman
Dear Members and Readers
In 2007, the SECA Board and Management continued its efforts to foster the inter- ests of the venture capital, private equity and corporate finance industry in Swit- zerland and to make SECA a strong platform for the activities of its members. Several new initiatives were started to this effect.
Swiss Environment The exuberant climate of 2006 in Private Equity and Corporate Finance continued in 2007, but as we now know, peaked in the summer months. The often over- heated conditions worldwide were generally not reflected in Switzerland and most SECA members profited from the overall good climate in the first half without experiencing to its full extent the painful abrupt changes which took place else- where in the second half. The traditionally very weak Swiss sector of early stage venture financing improved in 2007 thanks to high quality entrepreneurial activity, increased involvement of “Business Angels” and new Swiss initiatives such as the launch of the early stage Redalpine Venture Fund. SECA is well aware that filling the pipeline with high growth start up companies is a critical success factor for the future of the Swiss economy and is very involved in this area through its newly structured “Seed Money and Venture Capital” chapter. The increasing interest in, but often erroneous use of the term “Private Equity” by the press, some government officials and by consequence of other circles re- mained an area of concern. The “locust debate” (so-called “Heuschreckenplage”) started in Germany in 2006 originated from the erroneous use of the term “Private Equity” for transactions which were not at all classical private equity financings. Unfortunately, the increasing greed in the area of LBOs – an area which is often borderline to PE transactions – blurred the situation even further to include under the term “PE” any transaction involving an alternative financing fund such as hedge funds. Although Switzerland has been largely spared from excesses, the SECA leader- ship felt early 2007 that there was a need to engage in a discussion within SECA and its members on what is – and what is not – “Private Equity”. This internal clarification has led by the fall of 2007 to a position paper which enables SECA to clearly position itself in this area and to enable our association to unequivocally defend the interest of SECA members.
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Yearbook 2008
SECA Position Paper on Private Equity The process to develop this paper represented a good training process in the way the organization set up in 2005 and implemented in 2006 should function, i.e. with an increased responsibility in forming opinions within each chapter. A first draft proposed by a small project group involving the Chairman and the leader of Communication and Private Equity was debated in the executive com- mittee of the Board. The resulting modified draft was then discussed within each chapter of the Board and modifications included in a third draft. The latter was approved by the full Board and sent out to all SECA members for comments. The final version produced is being presented as a lead article in this year’s yearbook.
Business Angels Integration “Business Angels” (“BA”) have become an important element in the private equity “ecosystem” with regard to early stage financing. SECA’s aim is to mirror this ecosystem and hence provide a seamless platform for the servicing of the needs of growth companies from inception through growth to IPO or successful integra- tion in the industrial tissue by a trade sale. With this aim in mind, extensive discussions with BA clubs were carried out in 2006. In 2007, our VC chapter was renamed “Seed Money & Venture Capital” and given the mission to seek the increased inclusion of BA’s as members of SECA with possibly representation in the Board of SECA. This initiative was successful and a merger with the “ASBAN – Association of Swiss Business Angels Networks” is being implemented. A leading BA has been nominated to the Board for election at the 2008 general assembly.
Swiss Limited Partnership After years of struggle towards this goal, the Swiss Limited Partnership („Kom- manditgesellschaft für kollektive Kapitalanlagen“) has been established by law in early 2007. SECA, under the leadership of the chapter head „Legal & Tax“ (Han- nes Glaus) was instrumental in the definition of a legal structure which will enable investors (Limited Partners) to establish their investments in Switzerland, i.e. a country with the highest standards in legal protection, while benefiting from the advantages previously available only in offshore vehicles. A year later we have unfortunately to go on record with a repetition of what we had stated a year ago: although the aspects governing the taxation of Limited Partners have been satisfactorily defined, those concerning the taxation of the General Partner are still unclear and the lack of positive interest to this topic by the government remains very worrying.
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Switzerland as a domicile for the venture capital and private equity industry is in worldwide competition with other major (London, Luxembourg) and offshore financial centers. The aim for establishing the Swiss Limited Partnership when the reform was envisaged as, among others, to establish Switzerland as a financial center for PE and VC with a resulting positive impact for the Swiss economy. This effect will be nullified if the taxation issues will not be handled in a positive way to enable it to be competitive with London, Luxembourg, offshore centers etc. Such a result would not only be negative to the Swiss Private Equity industry, but also to the Swiss industrial tissue and innovation.
Coordination with EBK, SBVg, SFA and EFD As SECA matures and is being recognized as a Swiss institution, the need for coordination and cooperation with the Swiss Federal Banking Commission (EBK), the Swiss Bankers Association (SBVg), and the Swiss Fund Association (SFA) is becoming increasingly important. Important initiatives, a.o. in the area of taxation and regulation issues were started by the Chapter Legal & Tax under the lead of Hannes Glaus. Additionally, SECA was officially asked from the Federal Depart- ment of Finance (EFD) to send a SECA representative to the “Steuerungs- ausschuss Dialog Finanzplatz (STAFI)" for its working group “Private Equity & Hedge Funds” what we consider as very valuable.
Organization and Processes In 2007, we made further progress towards the goal defined in 2001 to evolve SECA “from a club to an institution”. The new organizational structure introduced in 2005 with two layers, the full Board set up in chapters each headed by a Chapter Head, with the Chapter Heads constituting the Executive Committee, has become operational. Membership of SECA has grown to a new record in 2007 with 266 members and a larger Board is more representative of the varying interests of our members, while the two-layer principle with a smaller executive committee enables faster decision processes.
The purpose of this new structure was also to better take care of the diversified interests of the different segments of the private equity industry’s “ecosystem” on a tactical and operational level, while unifying them along common goals at the strategic level. A further strong incentive for the new organization was to have a larger pool of qualified members involved in and contributing to the execution and also available for a succession planning process within the Board.
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Yearbook 2008
In 2007, formalized processes for succession planning and for management by objectives were introduced, and used for the first time to define the goals and for 2008 within the chapters. The organization is now moving to a process of learning how to use and operate with these tools, but once this has been achieved we will be truly able to claim that we have achieved our goal for SECA to be a durable institution, contributing to the success of the PE/VC industry and of Switzerland’s economic future.
In 2007, the Board and executive committee were organized as follows:
Chairman
Massimo S. Lattmann
Communication General Secretary
Andreas Thommen Maurice Pedergnana
Chapter Chapter Chapter Chapter Seed Money & Venture Capital Private Equity Corporate Finance Legal & Tax
Christian Wenger Roberto Paganoni Beat Unternährer Hannes Glaus
Ulrich Florian *** Alexander Christophe Leonid Claudio Barbara Rudolf *** Geilinger Schweitzer Krebs Borer Baur Stef fenoni Brauchli Tschäni
Members of the Board of Directors:
Leonid Baur Sal. Oppenheim jr. & Cie. Corporate Finance (Switzerland) AG, Partner Christophe Borer Affentranger Associates SA, Entrepreneur in residence Barbara Brauchli PricewaterhouseCoopers AG, Partner Dr. Ulrich W. Geilinger HBM Partners AG, Board Member Dr. Hannes Glaus * Lustenberger Glaus & Partner Dr. Alexander Krebs Capvis Equity Partners AG, Partner/Chairman Dr. Massimo S. Lattmann ** Venture Partners AG, Partner/Chairman Dr. Roberto Paganoni * LGT Capital Partners AG, Partner/CEO Claudio Steffenoni Bank am Bellevue, Head Corporate Finance Andreas Thommen * Hirzel.Neef.Schmid.Konsulenten AG, Partner Beat Unternährer * The Corporate Finance Group AG, Partner Dr. Christian Wenger * Wenger Vieli Rechtsanwälte, Partner
* Members of the Executive Committee ** Chairman *** Nominated for election at the next General Assembly
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Mr. Florian Schweitzer, founding partner with BrainsToVentures AG, and Dr. Rudolf Tschäni, lawyer and partner with Lenz & Staehelin, have been nominated for election to the Board at the next general assembly. Florian Schweitzer will be representative of the business angel community within the Seed Money and Venture Capital chapter and Rudolf Tschäni, as a leading M&A specialist, will contribute to the activities within the Legal & Tax chapter.
In 2007, the Executive Committee met six times and the full Board two times.
General Secretary The administrative support for the board was carried out by Prof. Dr. Maurice Pedergnana, Manager (General Secretary), Philipp Dialer (Project & Event Manager) and Andrea Villiger (Administration) as well as by the contribution of further employees at the IFZ Institute for Financial Services Zug (which is part of the Lucerne University of Applied Sciences and Arts).
The concept of installing the office of the General Secretary at the IFZ to enjoy from the resulting synergies was again confirmed in 2007. The substantial work carried out was compensated by an administration fee of CHF 151’716 (incl. VAT). This setup remains a cost-efficient solution for SECA and we thank the IFZ, Maurice Pedergnana and his team for their continued engagement.
Membership structure & fees A project group under the leadership of Beat Unternährer (Lead CF Chapter) made an analysis of the services rendered by the association to the different member categories (Full Member, Associate Member, Individual Member) and made recommendations to slightly modify these as well as the membership fees. These were adopted following a positive decision of the Board and by the General Assembly.
General Assembly 2007 The meeting was held on June 19, 2007. Apart from the statutory matters, the members voted on the revision of the bylaws to modify the membership fees. All items were approved unanimously. The bylaws are included in the sections VII. in this yearbook. Following the assembly, a SECA event in the form of a podium discussion with renowned and successful entrepreneurs was held on the theme “Success factors of innovative companies” (Erfolgsfaktoren innovativer Unternehmen).
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Yearbook 2008
Events Several events were organized 2007 both in the form of evening roundtables and of SECA luncheons (for details please refer to the section IV). The process established to launch events since the introduction of the new organization is that it is the prerogative of each chapter to sponsor/organize a specific theme once a year but the proposal needs the approval of the executive committee. Organiza- tion support and execution is undertaken by the Secretary General’s administra- tive team. On December 10, the yearly Swiss Private Equity Conference was held in a new format and for the first time under the organizational leadership of SECA. The positive feedbacks have encouraged SECA to repeat this event on December 9, 2008, followed by the 1st Swiss Private Equity Night.
Cooperation with EVCA and NVCA SECA has had a tradition of having some of its members contribute to these entities. Until June 2007, this was mainly achieved through the participation of Dr. Roberto Paganoni and Hans van den Berg as EVCA Board of Directors. In June of 2007 Dr. Christian Wenger was elected to the EVCA Board. Other SECA members are engaged in EVCA committees. Further liaison work with the NVCA is undertaken by our General Secretary Maurice Pedergnana, especially in the field of PEREP.
Success Factors of innovative companies In 2007, I had the pleasure of publishing a book with the title “Erfolgsfaktoren innovativer Unternehmen” (NZZ Verlag). This book is based on a lecture I have been giving for 10 years at ETH Zürich and contains my personal observations and several case studies of recently successful companies, many financed with Venture Capital and Private Equity. I hope this will prove to be a contribution to the success of SECA, of our industry and of innovative companies.
9 S E C A Swiss Private Equity & Corporate Finance Association
Dr. Massimo S. Lattmann SECA Chairman
SECA Grafenauweg 10 Postfach 4332 6304 Zug
Chairman, Venture Partners AG & Redalpine Venture Partners AG Bodmerstrasse 7 Postfach 2166 8027 Zürich [email protected] +41 44 206 50 80
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Yearbook 2008
Private Equity – Shaping Switzerland’s Future
Theses on Private Equity and SECA maxims
SECA has set itself the goal of showing the contribution that is being made by private equity and venture capital to the economic development of Switzerland and of firmly anchoring it in the awareness of Swiss opinion leaders. SECA, as industry association, wants to secure the interests of its members within the Swiss political scene, administration and the general public in the long term. As an industry association, SECA will not only demonstrate the economic contribution of private equity to the media and opinion leaders, as well as industry representa- tives, but it will also explain the mechanisms of private equity and – just as impor- tant – differentiate the private equity industry from other forms of investment. It is necessary to embed the economic significance of the entrepreneurial character of private equity investments and the seriousness of the industry with Swiss decision makers, and to simultaneously sharpen the awareness of need for quality within the industry. SECA intends to position itself more strongly in the public discussion and also have an effect on the general economic and legal conditions through a “requirements checklist for political action”.
When is Private Equity really Private Equity? To be heard in public discussion it is necessary first to define the terminology, for example the question of when private equity is really private equity. As a rule, SECA understands private equity to be holdings in private companies and invest- ments in unlisted companies. Investments in listed companies are private equity investments only if privatisation or de-listing is intended. In companies financed by private equity, there is traditionally a high congruence of interests between owners and management. Private equity investments have the goal of raising the com- pany value by increasing the company performance (innovations, market devel- opment, optimisation of company processes, management performance). Private equity thus supports not only shareholder value, but stakeholder value as well. Because of this, congruent of interests and active shareholder base, private equity financed companies have an excellent corporate governance.
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An indispensable contribution to the economy Private equity makes an indispensible contribution to the economic development enabling break-throughs in a company’s growth potential through innovative product and market development. It also often creates specially qualified jobs, and not only contributes sound solutions for succession of entrepreneurial ownership, but also contributes to preserving qualified jobs. At the macro level, private equity promotes competitive company structures and thereby speeds up the adaptability of Switzerland in world markets. In addition, private equity investments and private equity asset management create new successful companies in the traditionally strong Swiss financial sector.
Entrepreneurs for entrepreneurs Private equity investments are typically designed for the medium and long-term. They provide support in all phases of the company, which could mean venture capital in the start-up phase or the development phase. It also means financing growth or completing a company cycle with a management buyout. Private equity investors support company growth and management not only through financial means, but also with entrepreneurial support, making their industry knowledge available, for example by sharing experience for strategic development or by mediating an entry into markets.
Private equity as an established and secure investment class also offers undispu- table benefits to traditional investors. Private equity investments are shares with institutional rights. As an established investment class, private equity offers pension funds and other institutional investors and private parties the possibility to invest in unlisted com- panies, with the positive side effect of also supporting economic development.
Transparency helps differentiation Especially in public discussions that are not dominated by specialists, it is impor- tant to differentiate private equity from other forms of investment, for example from hedge funds (without defaming other investment categories). The ideal properties type of private equity, such as long-term company interests or investments in unlisted companies, should be put in the foreground. Even if many private equity investors also manage hedge funds, the two investment categories have little in common.
SECA thus wants to position and differentiate private equity and the private equity industry in the public eye and support the creation of favourable general, political 12
Yearbook 2008
and economic conditions for the Private Equity industry. Along with transparent representation of private equity investments, SECA is promoting transparency of the business habits of its members in addition to promoting the image of the industry.
Exploiting opportunities through profiling At the operational level, and as a prerequisite for PR work, SECA has also set itself the goal of making an inventory of private equity activities in Switzerland together with EVCA on an anonymous basis, and to make the data available to the market and the public as evidence of the significance of private equity in Switzerland. Practically speaking, creating an inventory involves a great deal of administrative and financial effort. In addition, some resistance is given to the collection of data, which must be overcome in the interest of transparency.
SECA wants to use the opportunities that result from having a clear profile and a proactive public discussion in the interest of its members. By approving the code of conduct in 2006, SECA has laid the foundation for the Swiss private equity industry for high acceptance and broader support from politics, government and industry in Switzerland. This will ultimately benefit the effective and sustainable development of the Swiss industry and financial centre.
Dr. Massimo S. Lattmann Venture Partners AG SECA Chairman Bodmerstrasse 7 Postfach 2166 8027 Zurich [email protected]
Andreas Thommen Hirzel. Neef. Schmid. Konsulenten AG Member of Executive Board of SECA Gottfried Keller-Strasse 7 8024 Zurich [email protected]
13 We are a group of people who look on ourselves as something like a financial first aid club. We actively search for companies who limp along and do not grow satisfactorily. We look at what ails them, then invigorate them by taking over part or all of the assets, give them an infusion of money and advice and see them and us prosper. If it is necessary, we will divest parts of the company that seem superfluous to us. To BUY OUT a company, we use our own money and borrow it temporarily. Numerous studies have shown that what is called PRIVATE EQUITY is far more profitable than any other investment form.
There are also bright young ideas that yearn to materialize in the form of start-up companies. In this world of tighter credits, we can help them by providing funds and know-how that others will not. Our VENTURE CAPITAL companies perform significantly better than average companies.
Please get in contact with us!
SECA & its 270 members
( )% $&" ' S E C A Swiss Private Equity & Corporate Finance Association
SECA, Switzerland and Private Equity
Drawing the attention leads to research output Almost every day the media announce trailblazing deals which set new records in terms of size or structure in the private equity industry. Some funny people may call the architects of such deals ‘locusts’. Maybe they are terrified at the prospect of losing power or traditional cosiness. Others see the great potential of busting up old networks and reshaping companies by better value-based management. We can give an inside view for serious researchers who are interested in the long- term impact of private equity and corporate finance activities.
The unparalleled media coverage and the intense public spotlight on such deals have been amplified in recent months. It is understood that the ongoing discussion and daily news articles draw the attention of students and young researchers all over the world, including in Switzerland. Swiss universities do not focus their attention on private equity yet. But since it is a hot issue nowadays, we try to help with information.
By its very nature, SECA is considered the #1 business association for corporate financing in Switzerland. We get several enquiries every week from ambitious students who work on a doctoral, master or bachelor thesis. SECA with its Board and General Secretary staff encourages those initiatives and coach the enquiring researchers when their research projects are worthwhile: with a clear output and an added value to the ecosystem.
We want to challenge the pre- and misconceptions surrounding the industry, separating it distinctively from other alternative asset enterprises. Venture capital and private equity contribute to making (human and financial) capital markets more efficient. They may make some passive corporate business managers more pro-active, and they provide visions, results and returns to investors, employees and pension funds. Private equity is the most critical source of capital for inven- tors, for start-up and developing businesses. The private equity sector strengthens the competitiveness of companies in the global marketplace.
We want to initiate a study looking at Swiss companies and analyzing the per- formance of venture capital by VC respectively PE investors over an average period of a few years. We expect that venture capital backed companies (VC companies) perform significantly better than benchmark companies. VC compa-
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Yearbook 2008
nies' revenue grew by 20 percent in neighbouring countries, while the benchmark companies' revenue grew by 5 percent. VC companies employed 10 percent more people over that period, compared to only one percent of the benchmark compa- nies. We also want to look at the profits generated by divestments of the VC companies.
Participating at PEREP analytics When it comes to industry data, we have to admit that our tiny country is not a perfect object of research. EVCA provides the most relevant and accurate industry statistics on fundraising, investments, divestments and performance. Switzerland is just part of the relevant European market, and therefore it is absolutely neces- sary to look at European reference data to draw any conclusions about the eco- system of venture capital and private equity in Europe and its competitiveness on a global level. With Andrea Villiger, secretary and research assistant at the SECA, we participate in the PEREP analytics exercise in 2008 under the lead of Mirela Ene, head of research at the European Venture Capital Association (EVCA). Please look at the website of the EVCA statistics unit (www.perepanalytics.eu) to learn about this effort for more research & statistics information on the private equity scene in Europe, focussing on fundraising, investment and divestment.
Our SECA publication series was enriched past year by two more books: The Notion of Change in Leadership Cultures (Dr. Søren Bjønness) Hybride und mezzanine Finanzierungsinstrumente (Christoph Banik, Matthias Ogg, Maurice Pedergnana)
You may purchase the books through our SECA website. You can find a lot of information both in depth and breadth about SECA, private equity and corporate finance topics in Switzerland divided into our chapters and “Inside SECA”. If you missed an SECA event or need to re-read a SECA eNewsletter, you will find everything online! Are you interested in future events? Look for SECA-related events and get a discount on normal registration fees. Or do you want to search our member database for potential clients or suppliers? On www.seca.ch you get the answers!
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FL S E C A Swiss Private Equity & Corporate Finance Association
I also like to thank Philipp Dialer, an active and concerned SECA project & event manager, Nicolas Bürkler for his support in SECA research efforts, and especially Andrea Villiger, the efficient, compassionate and warmhearted head of the SECA administration.
Get involved and contribute to transparency As the future promises a huge growth for private equity in Switzerland, it is neces- sary that SECA as a business association appear more prominently in public. We need the support and education of the media. We also strongly advocate im- provements to the venture capital, private equity and corporate finance environ- ment in Switzerland. And we notice with satisfaction the growing interest of pension funds and other institutional investors as well as many family offices in venture capital & private equity funds. We believe our policies to be essential for the economy's recovery.
Now is the time for our members to get involved and commit themselves to SECA Codes of Conduct in your daily business and take every opportunity to speak in a transparent way about what you are doing. It takes a while to be recognized.
You can help SECA to grow in terms of members: Encourage your network to be part of our association and to join us! Personal talks convince best.
We compiled some extraordinary articles about the latest developments and initiatives from our members and associated partners in Switzerland.
Please enjoy the reading!
Maurice Pedergnana General Secretary, Ph. D.
SECA Grafenauweg 10 Postfach 4332 6304 Zug [email protected]
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Yearbook 2008
The company and its location
The state as a shopping centre for investors Those who have gone shopping in America know the somewhat uncomfortable feeling of probably having paid too much. You are surrounded by people who are accustomed to shopping locally there, and no matter what product is of interest to them, they have a seemingly endless stock of coupons, rebate stamps or elec- tronically generated credit notes which are extracted with difficulty from an over- flowing billfold and brandished at the salesperson in support of a price significantly below the one shown on the label. You find yourself wondering whether you really did pay enough attention to all those brochures, advertising mail-shots and invitations to one or other kind of event from which you could surely have gath- ered the same ammunition to beat down the price. The cash you handed over for those strawberries from pesticide-free cultivation was exactly equal to the price shown on the display, and as you walk towards your car, your appetite for them begins to fade. But it gets worse. Over there, on the other side of the car-park, is a competing shopping mall with a huge poster above its doors, advertising the same biologically uncorrupted strawberries at half the price! Driven by the rising emotion of anger, your imagination squashes your bright red and now provably overpriced strawberries into jelly.
You are no doubt wondering what this rather petty everyday experience for a consumer has to do with questions of location. Experienced investors, entrepre- neurs, advisors and location promoters know only too well that the same behav- iour and the same rules of expedience apply when the location for a business or a new residence is being evaluated. To put it another way, market circumstances exist where the benefits created match, to the extent possible, the demands made of a location. Public authorities in Switzerland and abroad and at all levels (mu- nicipality, local region and the state itself) adopt a behaviour similar to that of a shopping centre in order to attract new customers, i.e. investors. There is a wealth of ideas which flow into creating promotional instruments with tax-money. They appear mostly in the form of direct support for individual businesses, loans at cheap interest rates, subsidised construction land, partial reimbursement of construction costs, educational contributions, à fonds perdu amounts for each workplace created, tax relief all the way to tax exemption, generous deductibility of expenses on tax returns, granting of mandates to carry out public authority projects and a whole number of other incentives. However, the institutions run by the state only have limited availability of those kinds of instruments and make use
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of them to a very differing degree. It is interesting to note that particularly in Germany and its federal states, direct financial aid to individual companies, aggregated at billions of Deutschmarks and then Euros over the entire country, has been known for a very long time. The author recalls reading about a company that was thinking of setting up in a specific state in Germany and was given the assurance of an interest-free loan of one million Deutschmarks for every work- place.
It should be emphasized that in this article the behaviour of that kind by public authorities is meant not to be judged, and certainly not to be criticised. It is merely a question of portraying the facts and drawing the conclusion that this behaviour has arisen from a tough competitive situation in favour of greater prosperity for local economies as a whole. Seen from a Swiss point of view, it follows that the current allegation from the EU with regard to privileged taxation is seen by the Swiss people not so much as a legal or a moral argument but far more a political instrument being applied by the competition.
State debts are investments or tomorrow's taxes Although the operational and - at least in part - strategic management of a com- pany tends to react to short or medium-term assessments of the framework circumstances under the impression of what happens on an everyday basis, it would be important to examine whether the environment sought after and cur- rently provided by a location can continue to develop positively in the future. One must question whether the package presented by the public authorities - the set of all the location factors - can also be guaranteed in the long term and keep pace with the improvements offered by other locations. Do public authorities really have the political and financial clout to ensure the framework conditions for long periods of time, or are they simply putting out the bait for a while so that they can cash in later once the fish is on the hook? Public authorities can reduce their income or enter into expenditure to improve the attractiveness of the location and guarantee prosperity for the local economy for the future. The resources released in this way represent an investment in the best possible sense. But if those resources fail to improve the attractiveness, the same public authorities are going to find them- selves in the trap of indebtedness. In the absence of available finance, the infra- structure and the other framework conditions are going to suffer sooner rather than later. State debt forces higher revenues in the form of taxes and charges of every kind.
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Yearbook 2008
The example also set by the Canton of Zug decades ago, when it was one of the poorer regions, has recently appeared to be succeeding in the Canton of Obwal- den, too. Despite an unchanged need of finance, Obwalden enacted massive cuts in the tax rates and decided to live with the possibility of debt for a while. The aim was to enhance the attractiveness of the location in such a way that, as a priority, the strong tax-payers would be retained in the canton and, in the medium term, others would be able to relocate there from other places. What could not be expected was that the pay-back would come so quickly and compensate for the reduced tax rates. That is undoubtedly also attributable to the very robust economy.
Low taxes as THE criterion for shortlisting in the evaluation of locations The many years of experience gathered by the Office for Economy and Labour, which is responsible for economic promotion of the internationally very competitive Canton of Zug in terms of taxation, illustrates that fiscal conditions are decisive in most relocation projects for whether a location is shortlisted or not. In other words, the main criterion is fulfilled within an acceptable bandwidth and the location is included in a shortlist of two to five potential candidates. What then follows is a whole number of other factors which are not individually crucial but are neverthe- less decisive in deciding between various possible locations. In a survey carried out in 2003 by Arthur D. Little, the factors are shown with the weighting which is largely decisive for deciding in favour of a location for a holding company (see figure 1).
Corporate tax advantages 88% Qualified managers 72% Quality of life 69% Central location 62% Support of authorities 55% Personal preference of CEO 50% International managers 48% International schools 37% Language skills 35% Labor flexibility (no unions, Hire and Fire) 35% Ease of attracting top managers 31% High purchasing power 25% High education 22% Attractive personal taxes 19% Image of the country 17% Labor availability 17% Proximity to existing production site 10%
Figure 1: Most important criteria used by companies for the selection of headquarters location Source: Arthur D. Little, Survey 2003.
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For a company involved in high technology, the sequence and weighting of the criteria would be different. A company of that kind has a different profile of re- quirements. In highly developed economic regions, as demonstrated by the example of Zug, the production costs are forcibly higher than in emerging nations. Consequently, companies have to rely on higher creation of value and a strong level of innovation. They select the location not only on the basis of taxation factors but, more particularly, on the availability of highly qualified specialist staff. That availability can be measured by the educational level of the local population, the willingness of people to commute locally or from further away and the attrac- tion for foreign people and their families to move into the area in which the com- pany is based. There is thus a demand for a whole number of location factors such as institutes of education and research, cross-regional and international access, quality of life, international schools for the children, an open-minded attitude towards people from other nations and many other criteria.
Expatriates are specialists who move in temporarily from abroad. They often have special employment contracts from the companies which hire them. Mandatory charges such as taxes and social security contributions are often taken over by the employer. It is therefore also in the interests of the company to establish where those expatriates have their residential domicile and how private individuals are taxed there. In the final analysis, the taxes payable by private individuals form part of the direct production costs.
The Centre for European Economic Research (ZEW) carried out a comparison of very different regions under the mandate of BAK Basel Economics and published the BAK Taxation Index in December 2007. It shows, in the form of an index, the average effective tax burden on a company compared with the costs of a com- pany for highly qualified manpower which should still have EUR 100,000 available (see figure 2).
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Yearbook 2008
Effective tax burden of companies of tax burden Effective
Effective tax burden of highly qualified manpower
Figure 2: Most important criteria used by companies for the selection of headquarters location. Average of included Swiss cantons = 100. Source: BAK Basel Economics, Zentrum für Europäische Wirtschaftsforschung ZEW, 2007.
Conclusion: The chain is only as strong as its weakest link Taxes are important and represent the true door-opener. They enable a location to be included in the closest circle of candidates. But what good is that if another location takes preference? Every company has its own requirements profile, comprised of widely varying criteria particular to its own kind of business and ranging all the way to very personal needs.
To use the analogy at the beginning of this article, a company will go shopping all over the place in order to negotiate the best possible terms. Only the location which, perhaps with a few additional incentives, can best serve that profile will succeed in providing the company with its new home. The challenge for public authorities is to achieve the highest possible level of attractiveness in most of the location criteria. The Location Quality Indicator published by Credit Suisse 2007 attempts to do just that, distilling a number of individual criteria into five main categories and then drawing a comparison between the location quality offered by the cantons (see figure 3).
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3.0 Location quality indicator 2007 ZG Criteria: 2.5 - Tax burden on natural persons ZH 2.0 - Tax burden on entities - General level of education 1.5 - Availability of highly qualified manpower NW - Transport-system based accessibility 1.0 OW SZ GE AG TG BS AR 0.5 SH AI SO BL VD 0.0 LU BE -0.5 TI GL SG VS FR GR -1.0 NE UR -1.5 JU Figure 3: Swiss cantons in comparison. Source: Credit Suisse Group 2007.
Each of the individual location factors can be easily copied. But it is ultimately the totality of all the qualities of a location and, last but not least, the mentality of those who live and work there (the population, public authorities and administrators as well as private service providers) which generate a USP (Unique Selling Proposi- tion) and make the location genuinely unique.
Dr. Bernhard Neidhart Amt für Wirtschaft und Arbeit Head of the Department for Economy & Aabachstrasse 5 Labour of the Canton Zug Postfach 6301 Zug [email protected]
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=* 5" S E C A Swiss Private Equity & Corporate Finance Association
Reporting Seed Money & Venture Capital
CTI Invest – Five years ago… …in May 2003, CTI Invest was founded by Swiss investors with the aim to be- come the leading financing platform for Swiss high tech companies. At that time the Swiss venture capital scene was very fragmented. We believe that in the meantime we have contributed to the better integration of all relevant players in this important ecosystem for our country.
The number of the new investor members joining our platform was significant in 2007 and reflects the recognition and visibility achieved by the work of CTI Invest. Moreover we see a continuation of new member registration in early 2008 (see table 1 for a full list as of today).
Domestic Institutional Foreign Institutional Business Angels
ABSF Consulting GmbH 3i Deutschland Gero Bauknecht aventic partners Atlas Venture Nicolas Berg BEKB Banexi Venture Partners Philip Bodmer BiomedInvest Baytech Venture Pierre Comte BV Group Doughty Hanson & Co GmbH Hans Däpp Constellation Schweiz AG Draper Investment Jürg Meier Core Capital Partners AG Earlybird Peter Ohnemus DEFI Gestion Emertec Gregory P. Priddy Eclosion Go Beyond Ltd. Hans Sassenburg EPS Value Plus AG I-Source Gestion Peter Schmid ErfindungsVerwertung AG Iris Capital Herbert Steinbach Fongit Seed Invest SA NBGI Ventures Lucian Wagner Hasler Stiftung SHS Tübingen Michael Watts Invision Private Equity AG Siemens Venture Christian Wenger Jade Invest SA Sofinnova Logitech Europe SA Swarraton Partners New Value Target Partners Nextech Ventures TVM Capital GmbH Novartis Venture Fund Wellington Partners Group Polytech Ventures Redalpine Venture Partners AG Business Angel Clubs STI Stiftung Business Angels Schweiz (BAS) Swisscom AG Start Angels Network Technopark Luzern VI Partners AG Vinci Capital Zürcher Kantonalbank ZKB Table 1: Member list
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Yearbook 2008
In 2007, the number of Swiss high tech companies that were presented to the investor members at the four Swiss Venture Days at the SWX in Zurich increased to 23. Furthermore all these company pitches were made available on our web- page through our video podcasting service to all members.
Most of the presented investment cases where out of the Swiss coaching program CTI Start-up and almost three quarters of them were spin-offs from ETH Zurich or EPF Lausanne.
At the Venture Days of Swiss Technology in Munich and Stuttgart (July 2007), 14 Swiss high tech companies were introduced to foreign investors.
The resulting financing volume regarding the presented companies at our events shows an increased interest and appreciation of Swiss high tech companies and reached approximately a cumulated volume of CHF 140 Mio. (estimated by CTI Invest).
An overview of the achievements is given here: 60 Investor members 25 Venture Days (20 in Switzerland, 6 abroad) 4 CEO Days (always more than 200 participants) 120 Swiss High Tech companies presented 45 Video Podcast of companies (started in mid 2006) ½ got financed (by members and/or third parties) Approx. CHF 140 Mio. financing volume (since 2003) 35 % BLS, 42 % ICT, 8 % Micro/Nano, 15 % Interdis.
The most important networking event of CTI Invest, the fourth CEO Day, attracted again more than 230 participants, mainly CEOs of Swiss high tech start-ups.
The best practice workshops offered by our members and sponsors, the presenta- tion of the success story of Endoart and the closing panel discussion with Venture Capitalists were highly appreciated.
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At the annual general assembly (March 2008) the existing CTI Invest board, with Dr. Christian Wenger as chairman, was enhanced with the following personalities: