Clarity on Mergers & Acquisitions
Swiss deal flows hit record high
January 2019
16 2018 activity and 2019 outlook An industry-by-industry look at last year’s deals and what you might expect over the next 12 months.
22 Private Equity and the Swiss economy SECA’s General Secretary shares his insights into how Private Equity makes the Swiss economy stronger.
76 Detailed 2018 transaction list View the M&A deals that involved a Swiss buyer, seller or target. 28 4 12 6
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CONTENT Clarity on Mergers & Acquisitions
EDITORIAL CHAPTER II
3 Switzerland’s M&A activity 34 Industry Sector Pages sets a new record 36 Chemicals 40 Commodities CHAPTER I 44 Consumer Markets Overview 48 Financial Services 52 Industrial Markets 12 Media headlines 56 Pharmaceuticals & Life Sciences 60 Power & Utilities 14 Summary 64 Private Equity 68 Real Estate 72 Technology, Media & Telecommunications Focus Topic: Private Equity
CHAPTER III 22 What is it and how does it work? 76 List of Swiss M&A 26 The changing legal and regulatory framework for Private Equity in Switzerland transactions in 2018
30 Interview with Maurice Pedergnana, SECA: CHAPTER IV The national economy is healthier thanks to private equity 110 Tombstones
116 PINBOARD
117 CONTACT & IMPRINT
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EDITORIAL Switzerland’s M&A activity sets a new record
activity. In fact, acquisitions by Private Equity houses once more exceeded exits, in a further sign of the growing importance of this community on the M&A landscape.
A considerable amount of the M&A activity observed last year is due to changing consumer behaviors and rapid advances in technology – not least i4.0, the ’fourth industrial revolution’ that is upon us thanks to developments in artificial intelligence. Together with other macro factors, these require management teams to continue transforming businesses and reshaping portfolios to focus on where they can add true value. And of course to shed business activities that are not core or value-accretive.
In this vein, Financial Services made acquisitions that grew their presence in their ecosystems – areas close to their Timo Knak core businesses – and in technology firms such as payment Partner, Deal Advisory, solution providers. Retailers actively bought businesses Head of Mergers & Acquisitions with strong digital capabilities in order to compete with online rivals. And Swiss giants across Pharmaceuticals, Consumer Markets, Industrial Markets and other sectors The number of M&A transactions involving Swiss completed significant transactions to evolve, grow and businesses hit a new high in 2018. And while total deal maintain their competitive edge. values may have failed to peak due to a lack of mega-deals on the scale seen in previous years, they still reached their Not everything looks rosy, of course. 2018 saw a ramping second highest level for more than a decade. As the number up of trade dispute rhetoric such as between the US and of outbound deals was around double the number of China, with the possibility of even more tariffs and trade inbound deals in each of the past two years, the continued barriers to come. And interest rates began to climb in the firepower of the Swiss industry is evident. US and across the EU. While these have the potential to disrupt what is otherwise a positive deal-making This impressive achievement was driven by record highs in environment, I doubt that they are enough to dampen the diverse sectors including Financial Services, Consumer enthusiasm of Swiss businesses – or to overcome the need Markets, Power & Utilities, and Technology, Media & to constantly invest and evolve – to maintain Switzerland’s Telecommunications, supported by a peak in Private Equity commercial position on the world stage.
3 Reaching new heights
2018 saw record numbers of deals involving Swiss businesses. Transactions in Financial Services, Consumer Markets, Power & Utilities and Technology, Media & Telecommunications all reached new highs, supported by a peak in Private Equity activity.
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5 Exporting firepower
At 230, outbound deals – where Swiss businesses bought companies abroad – were around double the number of inbound deals as Swiss firms again flexed their muscles on the global stage.
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7 Ever-increasing footprints
Swiss Private Equity houses expanded their presence both at home and abroad. With a growth in the number of deals overall, acquisitions outnumbered disposals. And record levels of fundraising mean potential to sustain such activity.
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9 Shaping up
Transformation and portfolio reshaping was the name of the game across industries, driven by technological and societal change. Financial Services firms invested in their ecosystems and payment solution providers, for example. Retailers bought businesses with digital capabilities as they seek to compete with online sellers. And Swiss giants such as ABB, Novartis and Nestlé undertook significant deals to restructure their portfolios.
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11 12 13 SUMMARY
Sectors Consumer Markets 2018 Review Deal values hit their highest point since 2012, supported by five multi-billion transactions. Considerable activity arose from the reshaping of portfolios and business models due to underlying shifts in market dynamics.
2019 Outlook Many deals will be driven by industries seeking to deal with transformative trends such as further digitalization and rapidly evolving consumer preferences. Chemicals
2018 Review Deal volumes were driven by Swiss players completing acquisitions abroad.
2019 Outlook M&A activity will depend on quality assets coming to market. The continued focus will be bolt-on acquisitions. Ongoing portfolio Financial Services transformation is expected at a number of major players. 2018 Review Buoyed by Insurance, M&A volumes exceeded previous years’ levels. Private banks looked to adapt business models and grow internationally. Overall, the share of cross-border Financial Services deals rose significantly.
2019 Outlook Insurance is expected to continue driving M&A activity, while consolidation regains Commodities speed in Private Banking.
2018 Review Geopolitical trends caused negative sentiments to prevail and the number and value of Commodities deals to fall over the year, despite some interesting transactions across the Metals, Energy and Agricultural segments. Industrial Markets 2019 Outlook A lack of investment may give way to renewed interest in Metals. Agricultural market issues are exacerbated by uncertainties over supply 2018 Review Robotics and automation were a key to China if the US-China trade dispute escalates. area of focus, as industry participants moved to leverage i4.0.
2019 Outlook Industries including the Automotive sector need to address structural questions that may result in significant portfolio reshaping to remain sustainable amid technological and 14 demographic developments. Private Equity
2018 Review Though deal values failed to peak, the highest number of deals for more than a decade reflects the continued strength of Switzerland’s Private Equity community.
2019 Outlook Favorable conditions should see high Pharmaceuticals deal volumes sustained, but specialization, innovative deal structures and diversification are & Life Sciences needed in this crowded market.
2018 Review An active year saw Novartis take steps to reshape its portfolio – including selling its stake in its Consumer Healthcare Joint Venture to GSK for USD 13 billion – while Roche completed its two largest deals since 2014.
2019 Outlook Valuations of biotech businesses will continue to normalize, paving the way for further Real Estate attractive investment opportunities. 2018 Review Residential vacancy rates hit a 20-year high, while structural challenges continue to afflict the office and retail property sectors.
2019 Outlook With Swiss interest rates resisting the upward trend in the US and EU, Real Estate continues to be an attractive investment proposition Power & Utilities – at least for the short term.
2018 Review The most notable deal activity focused on strengthening core businesses or broadening the offering into strategically selected services.
2019 Outlook Clarity over market liberalization measures will be necessary to kick start M&A. Technology, Media & Telecommunications
2018 Review Digital transformation, big data and the cloud drove Technology activity. Telecoms saw sizeable cross-border deals, while consolidation in Media progressed slowly.
2019 Outlook Continued digital transformation across various sectors will remain a steady source of M&A activity. SUMMARY Cross-border Deal Flows
27,523
North America
11,451
564 South America
North America remained the primary target destination for Swiss acquisitions in 2018 by deal value. But the region lost its place as the main source of acquisitions into Switzerland using the same measure. That prize was taken by Asia-Pacific, which spent more than any other region buying Swiss businesses. Although driven by Hitachi’s USD 9.4 billion acquisition of ABB’s Power Grids division, Asian companies spent a further USD 3 billion+ in Switzerland last year. Pockets of activity were notable in sectors where Asian buyers see relevance to their own markets – for instance, most Swiss Luxury Goods players sold in 2018 were bought by Asian buyers.
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Bidder Switzerland
Sweden 465 Denmark 81
Netherlands United Kingdom Poland 3,491 1,571 Germany 17 Luxembourg 6,572 32 Slovakia 27 France 3,808 Croatia 9
Spain Italy 176 4,822
Target Switzerland
Iceland Sweden 20 29 Russia 12,538 Denmark 1,551 Asia- 121 Pacific United Kingdom Netherlands 248 11 Poland 3,606 Germany 10 1,232
France Liechtenstein 32 115 Middle 7,467 East
Italy 2,564 11
Europe
53 Central/ 21,018 Eastern Europe Legend Bidder Switzerland Western 1,561 Target Switzerland Europe
Remarks 9,171 • Values in USD million • Value of domestic deal flows in Switzerland USD 5,306 million • Data shown on bidder and target Switzerland at right reflect the largest cross-border deal flows and are not intended to be comprehensive
17 SUMMARY SWISS M&A TRANSACTIONS TOP 10 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Mar 2018 GlaxoSmithKline 37 United Kingdom GlaxoSmithKline Plc United Kingdom Novartis AG Switzerland 13,039 Consumer Healthcare
Dec 2018 ABB Ltd (Power 80 Switzerland Hitachi Ltd. Japan ABB Ltd Switzerland 9,400 Grids business)
Apr 2018 AveXis Inc. 100 United States Novartis AG Switzerland - - 8,700
May 2018 Starbucks - United States Nestlé S.A. Switzerland Starbucks United States 7,150 Corporation Corporation (Consumer Packaged Goods and Foodservice distribution business)
May 2018 Techem GmbH 100 Germany Partners Group AG; Switzerland; Macquarie Australia 5,374 Caisse de dépôt et Canada; Canada Group Ltd. placement du Québec (CDPQ); Ontario Teacher’s Pension Plan
Jan 2018 Patron Spirits 100 Switzerland Bacardi Limited Bermuda John Paul United States 5,100 International AG DeJoria (Private Investor)
May 2018 Rosneft Oil 9 Russia Qatar Investment Qatar Glencore Plc Switzerland 4,427 Company OAO Authority
Jul 2018 VTG AG 71 Germany Morgan Stanley United States Kuehne Switzerland 3,245 Infrastructure Inc. Holding AG
May 2018 SIX Payment 100 Switzerland Worldline SA France SIX Group AG Switzerland 2,902 Services AG
Jan 2018 Nestlé S.A. - United States Ferrero SpA Italy Nestlé S.A. Switzerland 2,800 (US Confectionery Business)
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Number and value of deals per year
al e deals
e deals
Number of deals Value of deals (USDbn)
Number and value of deals per quarter
al e deals
e deals
2 6 2 2
Number of deals
Value of deals (USDbn) 19 SUMMARY
Number of deals by deal size 2018 (USD)
illi e illi illi illi illi illi e illi illi e deals illi illi illi less
illi illi illi illi e deals
illi less
Foreign acquirers of Swiss targets Foreign targets of Swiss acquirers by region 2018* by region 2018*
Asia-Pacific15% North America 23% Asia-Pacific10% North America 21% Central/Eastern Europe 3% Undisclosed 1 % Central/Eastern Europe 5% South America 6 % Middle East 3 % Western Europe 55% Middle East 1 % Western Europe 57%
* Calculation based on the number of deals
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Number of deals per industry sector 2018*
Industrial Markets 18 % Consumer Markets 12% Pharmaceuticals & Life Sciences 9% Technology, Media & Telecommunications 14% Financial Services 12% Chemicals 4% Commodities 5% Power & Utilities 4 % Other Industries 22%
* Calculation based on the number of deals
Split of deals by target/buyer/seller 2016 to 2018
300
250 2
200 66 150
100 4 e deals 6 4 52 50 22
0 iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
21 FOCUS TOPIC: PRIVATE EQUITY Private Equity: what is it and how does it work?
Private equity (PE) is an asset class that generally comprises equity investments in companies not listed on a stock exchange. The primary goal is to improve the companies’ operational and financial metrics and to realize a profit when selling them on or carrying out an Initial Public Offering (IPO). PE investments have become an integral part of the global M&A scene and are expected to contribute further to shaping the corporate landscape.
A PE investment will typically be made by a PE LBOs are the most relevant strategy from an firm, venture capital firm or business angel, M&A perspective. The principle is to acquire a whereby they raise money from investors and controlling stake in an established company provide it as capital to a target business. This through a combination of equity and debt. The capital is used to foster expansion, develop cash flows generated by the target business are products and solutions or restructure the target’s used to secure and repay the financial liabilities operations, management or ownership. The aim incurred. This provides lower financing costs, is to increase the investment’s value. enabling the target to accrue equity and increase its return on equity. Implementing clear investment strategies A PE firm and its funds typically have a clear investment strategy based on which holdings are taken in various types of assets or companies, including: • venture capital (seed and start-up funding) • distressed funds • mezzanine funds • (leveraged) buyouts (LBO).
LBO at PE entry (t=0) LBO at PE exit (t=4-7) Value creation in LBO
Enterprise Value at exit Operational Debt improvements leading Enterprise Value at entry to higher growth and profitability
Debt General valuation accretion in the Equity market environment
Equity Deleveraging / decreasing debt with generated cash flows Financing structure at entry Financing structure at exit
Source: KPMG
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In 2017, total fundraising of private equity firms reached USD 104 billion, Europe’s highest level since 2008 and a 14% increase over 2016.
122
104 91
80 70
63 60
35 35 28
2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 (Values in USD billion)
Source: Investeurope (2017), European Private Equity Activity Statistics on Fundraising, Investments & Divestments
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Ongoing favorable market conditions led to the highest share of Swiss deals with PE involvement in the past decade (from 17% in 2009 to 32% in 2018)
32 160 31
121
22 23 21
19 18 88 17 83 76
13 66
11 58 47
34 34
2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 Number of PE deals % of deals with a PE house involved
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Origination of PE funds Delivering benefits to investors and target PE firms are also known as General Partners. businesses They typically raise money from institutional For the PE business model to work, the PE firm investors such as pension funds, insurance must continuously attract investors and raise companies and family offices. These parties are funds. This is typically by demonstrating a strong known as Limited Partners. The money raised is track record of delivering returns which transferred into an investment vehicle (a PE fund) outperform public markets. Swiss industry that is structured as a Limited Partnership. insiders expect PE to continue to outperform Managed and monitored by the General Partner, public equity – primarily due to a combination of the PE fund allocates the capital by investing in capital structure, illiquidity and operational target companies. To align the interests of the effectiveness – although there are increases in General Partner and the various Limited Partners, both competition among PE houses and levels of the General Partner often invests its own money corporate valuations. in the fund. Not only can PE be an attractive asset class for The life-span of the investment is typically four to investors, however, it also offers significant seven+ years, following which the investee benefits to target companies. PE investors can business is either sold or subject to an IPO. dedicate substantial amounts of money for long When this happens, the PE fund returns the holding periods, improving portfolio companies’ invested capital to the Limited Partners, plus the financial and operational metrics. They add additional returns the investment made. The PE valuable financial and managerial expertise, firm’s own profit is generated mainly when the particularly to small and medium-sized investee company is successfully divested to businesses, or by combining firms to grow scale new owners, but only after the fund’s returns through a buy-and-build strategy. The target exceed a certain ’hurdle rate’, which is the return business can then be healthier when it is the investment must surpass before the PE fund divested to a new owner or listed publicly. can collect its incentive fees. In order to run its Against this background, PE offers alternative operations, in addition to the carried interest the access to liquidity without raising high interest General Partner in its role as fund manager will bank loans or aiming too early for a stock be compensated with fees by the Limited exchange listing. PE-owned companies have an Partners for the establishment, management, opportunity to follow their strategic road map monitoring and dissolution of the funds – these away from the glare of public markets and the fees are known as management fees. armadas of equity analysts. They do not have to cope with the pressure of quarterly earnings The graphic below shows the standard business reporting that reduces the available management model and split of funds raised by investor type. time to deliver financial results.
Source of funds – Split by investor type Limited Partners
Management Capital Returns Management & fees own investment Pension funds 29 % Fund of funds 15% Private Equity Fund GP, PE firm Sovereign wealth funds 9% Carried interest Private individuals 9% above hurdle rate Insurance companies 8 % Investment Capital gains Family offices 6 % (resale, disposales, etc.) Other 24 % Portfolio companies Target company Target company Target company
Source: Investeurope (2017), European Private Equity Activity Statistics on Fundraising, Investments & Divestments
25 FOCUS TOPIC: PRIVATE EQUITY The changing legal and regulatory framework for Private Equity in Switzerland
2020 will bring significant changes to the Swiss legal and regulatory regime affecting Private Equity (PE) funds. On 1 January 2020 the Financial Services Act (FinSA), the Financial Institutions Act (FinIA) and their implementing ordinances – as well as the revised Swiss Federal Collective Investment Schemes Act (CISA) – are expected to come into force. These new laws will have significant implications for PE funds.
Current framework applicable to PE FinSA, FinIA and revised CISA: what is changing? In general, the Swiss Federal Collective Scope of legislation Investment Schemes Act (CISA) applies to PE FinSA and FinIA aim to increase customer funds, their activities and management and their protection and will lead to an extensive distribution. Most PE funds are also subject to reorganization of Swiss financial market law. the Federal Act on Combating Money Laundering. On the transactional level, private transactions FinSA sets out comprehensive cross-sector rules are mainly governed by the Swiss Code of for offering financial services and distributing Obligations. Industry-specific laws and financial instruments. In terms of content, the regulations may be relevant to the target but are rules are based on the EU directives (MiFID II, generally of limited relevance to PE transactions. Prospectus Directive, PRIIPs), with adjustments For transactions exceeding certain thresholds, made to reflect circumstances specific to the Federal Cartel Act along with other restraints Switzerland. of competition need to be considered. In the case of a public tender offer, the Federal Act on FinIA sets the authorization conditions and Financial Market Infrastructures and, under organizational requirements for financial certain circumstances, the Listing Rules of the institutions subject to prudential (official) SIX Swiss Exchange apply. Cross-border activities supervision. It will govern the regulatory of any kind may also be subject to further laws framework applicable to all financial market and regulations such as MiFID, AIFMD or the participants who invest and manage third-party corresponding foreign country’s laws and assets. It provides for five types of financial regulations. institutions – portfolio managers, trustees, managers of collective assets, fund management companies and securities firms – to which all PE funds can be assigned based on their activities.
As a result, PE funds will generally fall within the scope of FinSA and FinIA. The level of supervision and regulatory requirements depend on the category. While FinSA and FinIA will increase the supervision of PE funds, it allows engagement with other financial institutions on a level playing field.
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The introduction of FinSA and FinIA will also lead Further, neither a Swiss representative nor a to amendments to the CISA. These amendments paying agent will be required for the cross-border relate not only to the new regulatory framework offering of collective investment schemes into that allows for FinIA, rather than the CISA, to Switzerland to qualified investors. PE funds to regulate institutions such as managers of which the revised CISA is applicable will still be collective assets and fund management required to obtain approval from the Swiss companies. Financial Market Supervisory Authority (FINMA) and to have a Swiss representative or paying Moreover, it amends the regime for offering agent prior to offering products to non-qualified foreign collective investments schemes: the investors in Switzerland. ‘distribution’ concept under the CISA will be replaced by the concept of ‘offering’ adopted by Authorizations FinSA, with associated changes to the available The FinIA revises the regulatory architecture exemptions. The current licensing requirement governing financial institutions and introduces a for entities distributing collective investment regulatory cascade with a light regulatory schemes (distributors) will be eliminated in favor framework for portfolio managers and trustees, of registration and other regulatory requirements and an increasingly stringent regime. Following applicable to the individual client advisor. FinSA this approach, a more stringent license will require most distributors to have an entry in automatically includes the license to carry out the the register for investment advisors. However, business activities of a less stringently licensed persons offering collective investment schemes entity. without any advisory services will not be obliged to do so. While the client advisor registration Collective asset managers that are already requirement will affect employees of PE funds, subject to equivalent supervision in Switzerland exemptions may be granted to client advisors if in line with FinIA requirements do not need to they work for a foreign PE fund that is already reapply for authorization. Further, PE funds have subject to a prudential supervision. the option of being classified as a collective instead of common asset managers if this is required by law in the country where they accumulate or offer collective investment schemes or manage the occupational pension scheme.
Categories based on activity Supervision
Banks
Investment Firms FINMA Fund Management Intensity of supervision
Collective Asset Management PE funds
Common Asset Management / Trustees Supervisory organ
Source: KPMG
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Client segmentation foreign fund management companies, however, FinSA introduces a client segmentation which which may establish neither a branch nor a approximates to the MiFID II system. Separate representative office in Switzerland. segments exist for professional clients (with a This regime for branches and representation sub-segment for institutional clients) and for retail offices of foreign financial institutions closely clients. A different level of protection is applied mirrors the current regime for foreign banks and depending on the relevant client segment, e.g. securities dealers. The new regime will also apply the rules of conduct according to FinSA (see later to foreign portfolio managers and trustees as well in this article) do not apply to institutional clients. as managers of collective assets that were Because offering financial products to either unregulated until now. Foreign groups with a local client segment entails different levels of presence in Switzerland may therefore need to regulation of the financial service provider, it is reconsider their business model if they effectively expected that such change will also affect the carry out activities in Switzerland (including only financing of PE. marketing activities) as they would trigger licensing requirements. Cross-border representation FinIA permits foreign PE funds to deploy In addition, PE funds need to notify FINMA (i) representatives in the Swiss market. Their before they establish or close a subsidiary, branch representatives may manage (collective) assets, or representative office abroad or (ii) before they trade securities, maintain client accounts and purchase or dispose of a qualified participation in close deals in and from Switzerland. Foreign PE a foreign company. This notification will need to funds can also establish a branch in Switzerland. include a business plan and further information Both activities (i.e. the establishment of a on the foreign operations, its directors and senior representative office or a branch) require prior management, its auditors as well as its regulators authorization by FINMA. This does not apply to and supervisors abroad.
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Rules of conduct PE funds will be required to adhere to a series of rules of conduct provided by FinSA, which must be complied with when providing financial services. These are duties of disclosure, duties to perform suitability and appropriateness tests, duties of documentation and accountability, and duties of due diligence and transparency.
Prospectus requirements FinSA will also bring changes regarding the prospectus requirement in connection with the offering of equity and debt securities in primary Nicolas Wehrli and secondary markets. If financial instruments Partner, Legal Head of Corporate / M&A are offered to retail clients, a key information +41 58 249 78 74 document must also be produced that should [email protected] enable clients to make informed investment decisions and genuinely compare various financial instruments in a simple and understandable way. Subject to certain exemptions, the FinSA stipulates the necessity of a prior approval for offering prospectuses. Such approval shall be given by a new regulatory reviewing body vested with considerable administrative powers. Accordingly, such a new body needs to be licensed by FINMA and shall determine whether the prospectus is complete, coherent and understandable. PE funds that are subject to the revised CISA may be exempted from the prospectus requirement if they offer the product exclusively to qualified investors.
The expected introduction of FinSA, FinIA and the revised CISA on 1 January 2020 will significantly change the legal and regulatory framework for PE funds. Preparation for this new framework is key in order to ensure a smooth transition, and an impact assessment ahead of time is highly advisable.
29 FOCUS TOPIC: PRIVATE EQUITY The national economy is healthier thanks to private equity
Maurice Pedergnana, General Secretary of the Swiss Private Equity & Corporate Finance Association, shares his insights into how Private Equity benefits the Swiss economy, can kick-start a company’s development and the vital expertise and perspectives it brings to businesses across sectors.
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How have you noticed the Swiss asset class. PE is growing and more services providers, significantly private equity (PE) market developing and more transactions involve private increasing its financial metrics and in recent years? equity funds. corporate valuation. This is a good illustration of how PE can fuel a In Switzerland, the PE asset class – To what extent do the practices of PE healing process; even when a holding just like other private market managers differ from those of other company goes bankrupt, there are investments such as private debt, investors? always some divisions that are healthy private real estate and private and can be kept operational. infrastructure – was neither very well A PE investor assesses a company’s Another case is the spin-off of known nor appreciated until 2007. Until business model from a much more Burckhardt Compression from the then, it was of only marginal entrepreneurial and long-term Sulzer Group, when a member of importance in the portfolios of private perspective, whereas a stock trader Sulzer’s executive board decided to investors or institutional investors such can sell an investment at a profit after take over the business unit together as pension funds and family offices. a day of trading. A PE investor must with Zurmont Finanz AG. Burckhardt Two typically Swiss characteristics bear in mind long-term considerations Compression had a very successful contributed to this. First, performance from the start, such as how a IPO a few years later – a great success is not viewed as something to shout subsequent buyer of the assets can story that illustrates PE-led about, even when it is good. And benefit. This inevitably leads to a long- entrepreneurship. second, there is a general reticence in term, sustainable approach. transaction-related communications, Accordingly, PE firms conduct very Such examples helped major firms to where only minimal information is thorough and careful analyses and due recognize the advantages of PE as a revealed. This is in contrast to the diligence checks, and invest prudently. financier and investor, instilling further more outspoken style of Anglo-Saxon trust. communications that go on the Which Swiss PE success stories stand offensive and are more effective at out in your memory? So PE can jump-start the next phase in representing achievements. a company’s development? Presentations of profits, multiples, and One case was the help that came from buy-and-build platform strategies are PE after the grounding of Swissair. Right. When PE investors buy a more transparent in the English- Certain divisions of the SAir Group company, their investment is strategic speaking business context than the were still intact and in some cases and not solely financial. They look at a German-speaking one. In recent years, very successful, including Swissport. company with a fresh pair of eyes; they however, investors in Switzerland have They passed into the hands of PE make specific management also recognized the advantages of PE firms. In the case of Swissport, the suggestions, improve processes and and are investing repeatedly in PE company became one of the world’s open up new markets. This was the funds, which underscores trust in this leading airport ground handling case with vacuum valve manufacturer
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VAT Group in eastern Switzerland, a positive impact for the company. PE percent of institutional investors’ previously family-owned company that ownership tends to be much more portfolios. However, the universe of was taken over by the management, closely aligned with the strategy alternative asset classes has grown Capvis and Partners Group in 2013. VAT process and its implementation. There considerably in recent years. Most Group later had a are examples of pension funds do not use all this 15 very successful entrepreneurial percent for alternative investments, listing on the stock While PE investors are leaders who have which include PE, so there is still room exchange. been successful for improvement. Pension funds could certainly more thoughtful, without the invest more in PE. Certainly some large While PE investors participation of PE pension funds invest in PE and take are certainly more they are more impatient investors, of advantage of the extension option to thoughtful, they course. However, allocate up to 25 percent of their are more when it comes to the vast majority portfolios to alternative investments. impatient when it of SMEs benefit comes to resolving problems and enormously from That makes sense when viewed from a resolving PE investors’ risk-based asset allocation standpoint, problems and optimizing processes. knowledge and since the differentiation between PE and optimizing influence. In public equity is in some ways arbitrary. processes. Both general, The trading volumes of some listed aspects are good for the company and experience shows that companies that securities are so low that it may take the economy overall. The national have gone through a PE phase take months to sell a stock package of CHF economy is healthier thanks to PE. forward the valuable governance 100 million, making these stocks elements and insights following an exit, similarly illiquid to those of a privately Management and governance are also which strengthens them for the held company. certainly different for a company that following phases. has PE investors. Another example: two companies can We know that institutional investors operate in exactly the same market; one Absolutely. PE-owned companies such as pension funds apply certain is listed and the other held by PE implement strategies more efficiently limits to alternative asset classes. Has investors. Is the latter truly riskier? and have swifter decision-making this changed in recent years, and are I doubt it. The issue therefore arises as structures in place, alongside clear, these rules now looser? to whether this black-and-white view of target-focused milestones. Every Alternative asset classes are not institutional investment in the guidelines strategic decision must result in a permitted to account for more than 15 is obsolete.
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PE investors currently have a large tap into new markets. This is one of amount of ’dry powder’, i.e. available the qualities of a PE investor – to know investment capital, and banks offer not only their strengths, but also their very good debt financing conditions, limits and to recognize when the allowing PE investors to bid very development of a company could be competitively with strategic investors. even better with a new partner. Are we on the verge of major overheating like in 2007? How will PE develop and where do you see the journey taking us? Relatively speaking, the dry powder has remained more or less stable in recent In the near future, PE managers will years. However, the total level of probably have even more capital at their investment into the private market has disposal to invest in companies. Capital increased. PE houses are currently will be provided not only by institutional raising funds at record highs, so the investors in developed countries but I danger could arise of somewhat less expect pension funds, state and care being taken over investments. Yet sovereign wealth funds of developing the hurdle rate of about eight percent countries to increasingly become keen functions as an implicit regulatory on investing in PE funds. There will also mechanism by ensuring that a potential be considerable shifts in the corporate investment by a PE firm is scrutinized world which will attract PE investors. very closely for its Such shifts strategic core. The include central challenge I expect pension funds, conglomerates Maurice Pedergnana remains that the selling non-core General Secretary, SECA expected return is state and sovereign divisions and kept well above right-sizing their this eight percent wealth funds of businesses, either level. Accordingly, because they are About SECA PEs are either indebted and The Swiss Private Equity & unwilling or developing countries to need to raise Corporate Finance Association is unable to afford to capital, or the representative body for pay excessively increasingly become keen because of Switzerland’s private equity, high prices. This shareholder venture capital and corporate ensures that the on investing in PE funds. pressure. In such finance industries. PE market will cases, PE houses stay healthy. are often predestined buyers, especially Maurice Pedergnana, PhD in the case of consolidated markets, General Secretary at SECA since Which other notable developments since strategic investors might face 2001; lecturer and professor of have you observed in recent years? anti-trust issues. Moreover, the current Banking and Finance at the downturn in stock markets enables PE Institute of Financial Services One thing we have seen in the market houses to buy out listed companies, Zug IFZ of the Lucerne University is transfers of investments from one taking them private to optimize them of Applied Sciences and Arts; PE house to another as part of M&A and either sell them or conduct an IPO chief economist at Zugerberg transactions – secondary and even later on. Consequently, the role of PE Finanz AG; and former Chairman tertiary buy-outs. This can make sense houses in the economy will further gain of the Audit Committee at Zurich if, for example, a company will benefit importance, PE houses will participate Cantonal Bank from 1999 to 2011. from the expertise of a new owner as in even more M&A transactions, further part of geographical expansion or to shaping the corporate landscape.
33 Industry Sector Pages
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35 SECTOR Chemicals -5% Deal Numbers to 18 deals
N.m.* Deal Values USD 8.3 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018. * Percentage is not meaningful due to the significant variation.
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Patrick Schaub Partner, Deal Advisory Transaction Services +41 58 249 42 17 [email protected]
Top Deal 2018 USD 2.5 billion Target: Clariant AG Buyer: Saudi Basic Industries Corporation
2018 Review Deal volumes were driven by Swiss players completing acquisitions abroad.
2019 Outlook M&A activity will depend on quality assets coming to market. The continued focus will be bolt-on acquisitions. Ongoing portfolio transformation is expected at a number of major players.
Top 5 Swiss Chemicals transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Clariant AG 25 Switzerland Saudi Basic Saudi Arabia Corvex United States 2,502 Industries Management Corporation LP; 40 North Management LLC
May 2018 Sika AG 24* Switzerland Sika AG Switzerland Compagnie de France 2,077 Saint-Gobain SA
Mar 2018 Naturex SA 100 France Givaudan SA Switzerland - - 1,812
Nov 2018 Ashland Global - Germany INEOS Enterprises Switzerland, Ashland Global United States 1,100 Holdings Inc. Limited United Kingdom Holdings Inc. (Composites business and the butanediol)
Nov 2018 Lonza Group - Switzerland Platinum Equity, United States Lonza Group Switzerland 630 Limited (Water Care LLC Limited Business)
* Sika AG acquired 23.73 percent of the voting rights, representing 6.97 percent of Sika AG’s share capital.
37 SECTOR Chemicals
Three deals – driven by SABIC, Saint-Gobain/Sika and Givaudan – helped to lift deal values to a record high for the past decade except 2016. The coming year should produce a number of further interesting transactions due to continued efforts to transform portfolios.
2018 saw SABIC, the Saudi Arabia-based back to the company. Sika CEO Paul Schuler petrochemicals company, become the largest noted how “With the new structure we can really single shareholder in Clariant when it acquired explore possibilities for Sika”1 in a deal that is 40 North’s and Corvex’s stakes (held through generally perceived as allowing Sika to focus on their partnership White Tale) for around its own corporate agenda. USD 2.5 billion. SABIC and Clariant went on to announce the establishment of a joint venture in Givaudan meanwhile further pursued its strategic high performance materials, combining Clariant’s ambitions to strengthen its capabilities in natural Additives and high-value Masterbatches units extracts and ingredients by acquiring a 40.6 with parts of SABIC’s Specialties business to percent stake in Naturex, building on acquisitions form a High Performance Materials business. undertaken in recent years.
In May 2018, a three-year takeover battle Of the 18 transactions in 2018, ten related to between Sika and Saint-Gobain finally ended. The Swiss buyers acquiring targets abroad. This contentious issue was resolved in the form of a continuing trend of outbound deals reflects the multi-step agreement whereby Saint-Gobain buys financial and operational soundness of Swiss out Sika’s founding family then sells the shares Chemicals players.
1 Saint-Gobain gives up fight for control of Sika, Financial Times, 10 May 2018
38 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
al e deals
e deals e deals e al e
Number of deals per industry sub-sector 2018 Split of deals by target/buyer/seller 2016 to 2018
d st ial e i als 44
e s a d seeds 2
e ialt e i als
i e e i als e deals iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
With ongoing geopolitical topics dominating the headlines in Europe, economic volatility in key developing markets, rising interest rates, and the US leadership’s position on international affairs and trade, the outlook for Chemicals has become less bullish. Swiss Chemicals groups remain financially well positioned and are used to acting on the global stage, understanding the importance of transformation. We therefore expect robust M&A activity in 2019.
Clariant will continue to transform its portfolio and execute the announced divestment of its Pigments, standard Masterbatches and Medical Specialties businesses by 2020. These transactions will be interesting in their own right, while providing additional resources to Clariant to pursue future potential acquisitions.
The ongoing trend to be innovative in meeting customer demands (against a background of population growth, water and food scarcity, and energy efficiency) may lead to strategic bolt-on acquisitions in selected segments that help the acquirers be competitive through access to technologies and scale effects.
Significantly more time is likely to be spent exploring the strategic fit and quality of potential acquisitions, however, given high multiples currently being seen in the market.
39 SECTOR Commodities -21% Deal Numbers to 23 deals
-48% Deal Values USD 11.8 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018.
40 Clarity on Mergers & Acquisitions
Jean-Christophe Pesser Director, Deal Advisory Transaction Services +41 58 249 35 90 [email protected]
Top Deal 2018 USD 4.4 billion Target: Rosneft Oil Company OAO Buyer: Qatar Investment Authority
2018 Review Geopolitical trends caused negative sentiments to prevail and the number and value of Commodities deals to fall over the year, despite some interesting transactions across the Metals, Energy and Agricultural segments.
2019 Outlook A lack of investment may give way to renewed interest in Metals. Agricultural market issues are exacerbated by uncertainties over supply to China if the US-China trade dispute escalates.
Top 5 Swiss Commodities transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
May 2018 Rosneft Oil 9 Russia Qatar Investment Qatar Glencore Plc Switzerland 4,427 Company OAO Authority
Mar 2018 Hail Creek coal 82; Australia Glencore Plc Switzerland Rio Tinto Plc United 1,700 mine; Valeria coal 71 Kingdom development project
Jul 2018 Mototolo Joint 39 South Africa Anglo American South Africa Glencore Plc Switzerland 1,644 Venture Platinum Ltd
Oct 2018 Petrobras Oil 50 Netherlands Vitol Group; Switzerland / Petroleo Brazil 1,407 & Gas B.V. Africa Oil Corp.; Netherlands; Brasileiro SA Delonex Energy Ltd. Canada; United Kingdom
Apr 2018 Mercuria Energy - Switzerland / China National China - - 1,000 Group Limited Cyprus Chemical (Undisclosed Corporation minority stake)
41 SECTOR Commodities
Global trade tensions and protectionism produced a negative sentiment in Commodities markets. Rising US interest rates, the appreciation of the US dollar and pressures in some emerging financial markets and developing economies have impacted commodity prices, with US-China trade tensions adding to the uncertainty.
Fundamentals for industrial Metals remain strong Among last year’s notable deals, Trafigura sold a in the context of continued economic 50 percent stake in most of its oil ports, development in China and other developing warehouses and bulk terminals. The company is economies. Demand is also being boosted by the bundling a group of assets owned by its Impala increase in electric vehicles, particularly for subsidiary into a new investment vehicle, which it lithium, cobalt, nickel and copper. will jointly own with Australia’s IFM Investors. ChemChina meanwhile increased its holding in Mining companies have for a number of years Mercuria as part of a deal that secured Mercuria been cautious about making new investments in an interest in ChemChina’s refining assets. And exploration. They have instead focused largely on Vitol further expanded its downstream network generating cost efficiencies and improving cash by acquiring 50 percent of Brazil’s Rodoil. The flows. The lack of spend has left the Metals largest commodities trader, Glencore, completed industry in need of fresh investment. Against this its acquisition of Rio Tinto’s 82 percent interest in background, Louis Dreyfus Company completed Hail Creek coal mine (the remaining stake will still the sale of its global metals business to China’s be held among three other investors). Glencore NCCL Natural Resources Investment Fund for also acquired 78 percent of ALE Combustíveis, USD 466 million as part of a push to revive profits Brazil’s fourth largest fuel distributor. by focusing on its core agricultural markets. A combination of sustained harvests and large Energy markets continued to recover, supported inventories appears to be the new normal for by growing global industrial demand and Agricultural commodities. The sector has been generally positive supply factors in oil and coal. especially impacted by the escalating trade Coal and natural gas prices were buoyed by dispute between the US and China. Soybeans robust demand for electricity in Europe and Asia were hit as China cancelled its entire US soybean as a result of an unusually hot summer in 2018. purchases for 2018 and 2019, instead turning to Energy trading companies saw profitability fall, Argentina and Brazil to help secure sufficient however, due to a major shift in market structure supply. ADM agreed to form a soybean joint from contango to backwardation. venture in Egypt with Cargill to take advantage of strong demand for edible oil and livestock feed. The agreement will give ADM joint ownership of Cargill’s soy crushing facility in Borg Al-Arab.
42 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
al e deals
e deals e deals e al e
Remark: Split of deals by target/buyer/seller 2016 to 2018 Sub-sector data and figures are not available for this sector.
e deals iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
Commodity prices will be vulnerable to national policy-related risks, especially in the short term. However, the effect of any additional tariffs or sanctions is likely to be moderate over the medium term as producers and consumers find export markets channels and distribution channels. China has been the main driver of commodity demand growth, particularly for coal and metals – this is likely to slow, with other developing markets unable to compensate.
Metals prices may drop further on the back of weaker global demand, as well as concerns about the effects of the US-China trade dispute on the latter’s growth, as China accounts for 50 percent of global metals demand. Expected lower metal prices will cause mining companies to remain extremely cautious in terms of investing.
Investments in electricity generation will continue to exceed investments in the oil and gas industry as the Energy sector moves towards greater electrification.
Agricultural commodities prices may rise due to higher input costs, including fertilizers and energy. The downside risk is an escalation in trade disputes.
A tougher economic environment may create opportunities for trading companies to acquire or finance distressed assets that support trading operations.
43 SECTOR Consumer Markets
+11% Deal Numbers to 61 deals
+269% Deal Values USD 22.7 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018.
44 1 Joshua Martin 1 2 Partner, Deal Advisory Transaction Services +41 58 249 35 76 [email protected]
2 Hannes Kurz Director, Deal Advisory Transaction Services +41 58 249 63 27 [email protected]
Top Deal 2018 USD 7.2 billion Target: Starbucks Corporation (Consumer Packaged Goods and Foodservice distribution business) Buyer: Nestlé S.A.
2018 Review Deal values hit their highest point since 2012, supported by five multi-billion transactions. Considerable activity arose from the reshaping of portfolios and business models due to underlying shifts in market dynamics.
2019 Outlook Many deals will be driven by industries seeking to deal with transformative trends such as further digitalization and rapidly evolving consumer preferences.
Top 5 Swiss Consumer Markets transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
May 2018 Starbucks - United States Nestlé S.A. Switzerland Starbucks United States 7,150 Corporation Corporation (Consumer Packaged Goods and Foodservice distribution business)
Jan 2018 Patron Spirits 100 Switzerland Bacardi Limited Bermuda John Paul United States 5,100 International AG DeJoria (Private Investor) Jan 2018 YOOX Net-A-Porter 75 Italy Compagnie Switzerland - - 3,240 Group (YNAP) Financiere Richemont SA
Jan 2018 Nestlé SA (US - United States Ferrero SpA Italy Nestlé SA Switzerland 2,800 Confectionery Business)
Jun 2018 Varsity Brands Inc. 100 United States Bain Capital LLC United States Partners Switzerland; 2,500 Group AG; United States Charlesbank Capital Partners LLC
45 SECTOR Consumer Markets
Deal volumes rose in 2018, with deal values hit their highest note since 2012. This was driven by five multi- billion dollar transactions. Much activity was due to reshaping portfolios and business models – in Food & Drink, where consumer behavior is moving towards health and wellness, and in Retail, where online competitors are forcing stores to look at acquiring digital capabilities and to diversify into new sales channels. Asia’s unquenched thirst for Luxury Goods meanwhile translated into more than half of the acquisitions of Swiss companies being by Asian bidders.
The online shift is driving traditional retailers to In Food & Drink, Nestlé moved to reshape its purchase online portals as a way of delivering the portfolio through an innovative deal structure expertise and omni-channel experience to satisfy whereby for USD 7.2 billion it acquired the rights customer preferences. For instance, Zur Rose to market, sell and distribute Starbucks coffee Group, a retailer and distributor of medicine and outside of stores. This builds on its presence in drugstore products, grew its e-commerce the segment following its acquisition of a capabilities through two deals: taking over majority stake in Blue Bottle Coffee in 2017. Medpex, Germany’s third-largest online Nestlé tightened its category focus, reflected in pharmacy, and Spanish online pharmacy and the disposal of its US confectionery business to health and beauty store, Promofarma. Ferrero for USD 2.8 billion and announcement that it is considering the strategic options for its Even traditional Luxury Goods businesses are Skin Health unit. being challenged by online players in the Retail space. This led to Richemont acquiring online Greater consumer focus on health and wellness luxury retailers Yoox Net-a-Porter and as well as convenience drove a range of Food & Watchfinder.co.uk to strengthen its online Drink players to adapt their portfolios. Meat position. processing business Bell Food Group diversified further by purchasing a majority stake in Hügli, a Leading Swiss jeweler and watch manufacturer producer of soups, sauces, convenience and Bucherer featured prominently in last year’s meat alternatives. Orior, a producer of Luxury Goods consolidation. It first acquired convenience food and meat products, acquired a Tourneau, the largest US-based luxury watch majority stake in Thurella, pioneers in the retailer, then seven months later Baron & Leeds, production of organic, all-natural vegetable and a smaller Hawaii luxury retailer. These two moves fruit juices. Nestlé joined the action by picking up increased the Bucherer brand’s presence in the Terrafertil, an Ecuador-based producer and significant North American market. exporter of natural, organic, plant-based foods and snacks. Asian companies continued their interest in European businesses, with four of the seven The Swiss Retail landscape continues to be Swiss Luxury Goods transactions involving disrupted by trends towards online shopping, as bidders out of China, Hong Kong SAR or well as consolidation. A standout deal was Singapore. This is notable as Hong Kong SAR and Decathlon’s acquisition of a majority stake in China were the number one and three export Athleticum Sportmarkets, which will no doubt markets respectively for Swiss watches in 2017. add to pressure on market leaders Ochsner Sport and Sport XX.
46 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
al e deals
e deals e deals
e al e
Number of deals per industry sub-sector 2018 Split of deals by target/buyer/seller 2016 to 2018
Food 46 Retail 5 Apparel Luxury goods e deals Other
iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
Active portfolio management, changing consumer behaviors and preferences, and an ongoing push to digitalization will drive further M&A activity in 2019. This will be against a background of specific trends that will continue to disrupt the market and play a key role in shaping future demand – for instance the indifference of millennials to own assets, and a further increase in mobile technology and internet accessibility.
These trends will have a significant impact on Food & Drink businesses, with blockbuster deals expected in the medium term, and as ongoing shareholder activism in the sector presses for further change.
Traditional Retailers will pursue further transactions to expand into the online world given increasingly strong competition from web-based counterparts.
We expect Luxury Goods companies to similarly seek to adapt to stronger online competition, as well as to a growing middle and upper class in the Far East and other upcoming regions where wealth creation is gathering pace.
47 SECTOR Financial Services
+72 % Deal Numbers to 62 deals
+42 % Deal Values USD 7.7 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018.
48 Clarity on Mergers & Acquisitions
1 Christian Hintermann 1 2 Partner, Head of Deal Advisory Financial Services +41 58 249 29 83 [email protected]
2 Damian Sailer Director, Deal Advisory Financial Services +41 58 249 67 61 [email protected]
Top Deal 2018 USD 2.9 billion Target: SIX Payment Services AG Buyer: Worldline SA
2018 Review Buoyed by Insurance, M&A volumes exceeded previous years’ levels. Private banks looked to adapt business models and grow internationally. Overall, the share of cross-border Financial Services deals rose significantly.
2019 Outlook Insurance is expected to continue driving M&A activity, while consolidation regains speed in Private Banking.
Top 5 Swiss Financial Services transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
May 2018 SIX Payment 100 Switzerland Worldline SA France SIX Group AG Switzerland 2,902 Services AG
Oct 2018 Tokio Millennium 100 Switzerland; RenaissanceRe Bermuda Tokio Marine Japan 1,470 Re AG; Tokio United Kingdom Holdings Ltd Holdings, Inc. Millennium Re (UK) Limited
May 2018 Notenstein 100 Switzerland Vontobel Holding AG Switzerland Raiffeisen Switzerland 706 La Roche Private Schweiz Bank Ltd
Sep 2018 PT Asuransi Adira 80 Indonesia Zurich Insurance Switzerland Bank Indonesia 412 Dinamika Group Ltd Danamon Indonesia Tbk PT; Willy Suwandi Dharma (Private Investor)
Feb 2018 QBE Insurance 100 Argentina, Zurich Insurance Switzerland QBE Insurance Australia 409 Group Limited Brazil, Colombia, Group Ltd Group Limited (Latin America Mexico operations)
49 SECTOR Financial Services
Insurance remained the main driver of M&A in 2018, with Zurich Insurance Group alone being involved in ten deals. Investment Management also posted considerable activity. While consolidation in Private Banking slowed, it has not run out of steam - we expect it to resume a brisk pace over the coming year.
The sale of Tokio Marine’s Zurich and London- banking unit Notenstein La Roche to Vontobel for based reinsurance operations to Renaissance Re CHF 700 million. Julius Baer took its stake in topped the Insurance deals at USD 1.5 billion. Kairos to 100 percent. Japan’s Nomura purchased Zurich Insurance Group’s purchase of QBe a 40 percent shareholding in Julius Baer’s wholly Insurance’s Latin American operations followed, owned subsidiary Julius Baer Wealth accelerating the growth of its Cover-More Group. Management Ltd. The firms simultaneously The deal propelled Zurich to the leading position entered into a strategic partnership that gives in travel assistance solutions in Latin America Julius Baer access to Nomura’s high net worth under the combined Travel Ace and Universal franchise. Assistance brand. Ongoing consolidation saw yet another banquier The past year saw insurers significantly invest in privé disappear when Gonet merged with rival ecosystems - business areas adjacent to their Mourgue D’Algue. Geneva-based Union Bancaire core business - to provide wider product Privée meanwhile continued its buying spree by offerings. Together with the Investis Group and purchasing Banque Carnegie Luxembourg, the Ringier Digital Ventures, Helvetia meanwhile private banking arm of the investment bank of invested in digital housing broker Flatfox. AXA the same name, and UK-based ACPI Winterthur made a substantial capital Investments. Germany-based Berenberg divested contribution to Sobrado, a leading transaction a majority stake in its Swiss subsidiary to wealthy platform between brokers and insurers in investors who already sit on its Swiss board of Switzerland. Swiss Life sold SME service directors and management committee. provider Bexio to Mobiliar. And large US insurance broker Arthur J. Gallagher & Co Investment Management saw a further acquired a 65 percent stake in Hesse & Partner. expansion in deal activity over the prior year. By entering the Swiss market, this US player Banque Profil de Gestion bought Dynagest, a aims to win new clients in the financial services Geneva-based broker and fixed income adviser. industry, commodities trading and manufacturing. Bordier, another Geneva-based private bank, acquired a majority stake in Helvetia Advisors, an Positive market conditions during most of 2018 independent investment advisory firm in Uruguay helped Private Banks to focus on strategy, – this deal confirmed Bordier’s growth intentions though very low levels of Net New Money make in the region. And Liechtensteinische Landesbank M&A the only feasible route to substantial continued its Alpine growth strategy by acquiring growth for the time being. In the segment’s 100 percent of LB (Swiss) Investment, a Zurich- largest deal last year, Raiffeisen sold its private based fund services provider.
50 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
al e deals
e deals e deals
e al e
Number of deals per industry sub-sector 2018 Split of deals by target/buyer/seller 2016 to 2018
Banking 4 Insurance 2 Investment Management 2 Other 6 e deals iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
Switzerland’s Insurance industry will continue to shape the M&A landscape as it focuses on progressing in four key areas: investing further in ecosystems, acquiring fee business, expanding its presence in growth markets, and driving forward the digitalization of the value chain.
We expect M&A activity in Swiss Private Banking to continue at a brisk pace due to a combination of some banks struggling to be profitable in more difficult market conditions, ongoing adjustments to business portfolios and greater management time spent on strategy.
Despite larger Investment Management firms wanting to acquire, M&A plans will be thwarted by smaller players performing reasonably well and not being under pressure to sell. We still expect consolidation to heat up over the medium term, however, due to shrinking margins – in part due to passive investment strategies – and the growing cost of regulatory compliance.
Finally, we expect to see more transactions around Payment Solutions, as Aduno’s acquisition of a majority stake in Accarda, and SIX’s investment in SECB Swiss Euro Clearing Bank, in 2018 signals the start of a potential wave involving Swiss players.
51 SECTOR Industrial Markets
+33 % Deal Numbers to 88 deals
+343% Deal Values USD 21.4 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018.
52 Clarity on Mergers & Acquisitions
1 Sean Peyer 1 2 Partner, Head of Deal Advisory Head of Transaction Services +41 58 249 53 89 [email protected]
2 Remo Huser Senior Manager, Deal Advisory +41 58 249 68 35 [email protected]
Top Deal 2018 USD 9.4 billion Target: ABB Ltd (Power Grids business) Buyer: Hitachi, Ltd.
2018 Review Robotics and automation were a key area of focus, as industry participants moved to leverage i4.0.
2019 Outlook Industries including the Automotive segment need to address structural questions that may result in significant portfolio reshaping to remain sustainable amid technological and demographic developments.
Top 5 Swiss Industrial Markets transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Dec 2018 ABB Ltd (Power 80 Switzerland Hitachi, Ltd. Japan ABB Ltd Switzerland 9,400 Grids business)
May 2018 Techem GmbH 100 Germany Partners Group; Switzerland; Macquarie Australia 5,374 Caisse de dépôt et Canada; Canada Group Ltd. placement du Québec (CDPQ); Ontario Teacher’s Pension Plan
May 2018 Liwet Holding AG 56 Switzerland Vladimir Kremer; Russia Renova Group Russia 1,551 (incl. its stake in OC Evgeny Olkhovik of Companies Oerlikon Corp. AG (Private Investors) and SCHMOLZ + BICKENBACH AG)
Oct 2018 Garrett Motion Inc 100 Switzerland Honeywell United States Honeywell United States 1,304 International Inc. International (Shareholders) Inc.
Jul 2018 Megadyne S.p.A 100 Italy Partners Group Switzerland Astorg France; 1,168 Holding AG Partners; United States Neuberger Berman Group LLC
53 SECTOR Industrial Markets
2018 produced a series of acquisitions centered on developments in robotics and automation. These form part of the industry’s moves to implement i4.0 – or the ’fourth industrial revolution’.
Bringing together physical production with the portfolio reshaping in line with the group’s 2020 internet of things, the implementation of i4.0 is strategy that aims to move its portfolio towards giving rise to considerable investments in higher margin businesses and more profitable robotics and automation by players of all sizes in expansion. the Swiss market and beyond. Serial dealmaker ABB focused on a number of smaller deals in Among the major transactions in 2018 were robotics and automation, including the acquisition acquisitions by Partners Group, including of Belgium’s Intrion, which ABB described as a purchasing Italy-based Megadyne, with its “milestone acquisition into the logistics market 15 manufacturing plants and 33 distribution [that] will significantly advance ABB’s logistics centers around the world, for USD 1.2 billion. robotics offering”1, and Turkey’s AB Rotec to Partners Group complemented this purchase by “boost ABB’s robotic welding solutions offering acquiring Ammeraal Beltech, enabling the two and capabilities for all tiers in this growing companies to pursue synergies and leverage automotive segment”2. To enable it to better expertise and operating models, as well as to focus on digital industries and automation, ABB benefit from rising levels of industrial automation. meanwhile divested 80 percent of its Power Grid The second-largest Industrial Markets deal last division to Hitachi in a landmark transaction year was also by Partners Group – its purchase as valued at USD 9.4 billion. According to the part of a consortium of Germany-based Techem International Federation of Robotics, the for USD 5.4 billion. automotive segment remains the world’s largest robotics market with a record 21 percent sales Renova and its owner Viktor Vekselberg sold five growth in 2017. million shares back to Sulzer last year, while also reducing its stakes (held by it and entities Process technology business JAG Jacob also connected to Vekselberg) in OC Oerlikon from moved further into the robotics and industrial 43 percent to 19.9 percent, and in Schmolz + automation space by acquiring R. Wick. The Bichenbach from 43 percent to 12.6 percent. purchase will help JAG Jacob to become a leading system integrator for robotics systems in OC Oerlikon meanwhile divested Oerlikon Drive Switzerland. Systems to US-based Dana for USD 603 million. Operating ten facilities across Europe and Asia, the Georg Fischer meanwhile divested its iron division had been earmarked for an IPO in casting plants in Singen and Mettmann, Germany, Switzerland until current market conditions led the to the management of GF Casting Solutions, in a option to fall out of favor.
1 “ABB completes acquisition of intrion”, www.new.abb.com, 20 September 2018 2 “ABB to acquire AB Rotech to expand automotive welding solutions”, www.abb.com, 6 July 2018
54 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
al e deals
e deals e deals
e al e
Number of deals per industry sub-sector 2018 Split of deals by target/buyer/seller 2016 to 2018
Manufacturing & machinery
Industrial products & services 6 Electronics (industrial types such as robotics) 5 Automotives
e deals Automation Other 6 iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
We expect major Industrial Market players to continue shaping their offerings. This could give rise to divestments in order to focus on core business activities.
Larger Industrial groups are expected to dominate buy-side transactions. Strong balance sheets, combined with a selective reduction of core product portfolios, will encourage focused acquisitions.
Some segments such as Automotive face a period of uncertainty due to a wide range of factors including the rapid pace of technological development and shifts in the regional concentration of production locations. Considerable levels of buy and sell-side activity over the coming years can therefore be expected as firms strategically review the continuation or establishment of facilities, for instance.
55 SECTOR Pharmaceuticals & Life Sciences -19% Deal Numbers to 46 deals
-32% Deal Values USD 29.5 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018.
56 Clarity on Mergers & Acquisitions
Tobias Valk Partner, Deal Advisory Member of the Board of Directors +41 58 249 54 61 [email protected]
Top Deal 2018 USD 13.0 billion Target: GlaxoSmithKline Consumer Healthcare Buyer: GlaxoSmithKline Plc
2018 Review An active year saw Novartis take steps to reshape its portfolio – including selling its stake in its Consumer Healthcare Joint Venture to GSK for USD 13 billion – while Roche completed its two largest deals since 2014.
2019 Outlook Valuations of biotech businesses will continue to normalize, paving the way for further attractive investment opportunities.
Top 5 Swiss Pharmaceuticals & Life Sciences transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Mar 2018 GlaxoSmithKline 37 United Kingdom GlaxoSmithKline Plc United Kingdom Novartis Switzerland 13,039 Consumer Healthcare Apr 2018 AveXis, Inc. 100 United States Novartis AG Switzerland - - 8,700
Jun 2018 Foundation 43 United States Roche Holding AG Switzerland - - 2,205 Medicine, Inc.
Oct 2018 Endocyte, Inc. 100 United States Novartis AG Switzerland - - 1,937
Feb 2018 Flatiron Health, Inc. 87 United States Roche Holding AG Switzerland A group of United States 1,900 investors including Stripes Group LLC
57 SECTOR Pharmaceuticals & Life Sciences
Despite not producing a deal of the magnitude of Johnson & Johnson’s acquisition of Actelion in 2017, Swiss Life Sciences last year actively used M&A to accelerate the reshaping of portfolios and spur future growth. Roche completed its two largest deals since 2014, while Novartis participated in extensive activity to reshape its portfolio.
2018 saw Novartis’ new CEO, Vas Narasimhan, sequencing company in which it holds more than take decisive actions to reshape the group’s 50 percent. This follows Roche’s USD 1.9 billion portfolio. After completing its acquisition of purchase of Flatiron Health Inc., which collects radiopharmaceutical player AAA in February, and analyzes real-world data on how cancer Novartis announced two months later that it was patients are treated. These were Roche’s two purchasing AveXis, a US-based Nasdaq-listed biggest deals since 2014. clinical stage gene therapy business, for USD 8.7 billion. And in October, the group In September, Roche acquired Tusk Therapeutics, entered into an agreement and merger plan the UK-based immuno-oncology company with Endocyte, a US-based biopharmaceutical focused on discovering and developing company focused on developing targeted therapeutic antibodies. “Roche seems committed therapeutics for cancer treatment. The offer to its own research efforts and licensing deals, valued Endocyte’s equity at USD 2.1 billion. and has significantly outspent rivals on R&D. Since its USD 44 billion deal for Genentech Inc. In order to focus Novartis as a “medicines and nearly a decade ago, it has spent far less on M&A data science company, centered on innovation than its big pharma rivals, and the spending it has and access”1, the group also undertook selected done has frequently been on non-drug divestments. It sold its 36.5 percent in the companies.”2 Consumer Healthcare Joint Venture to GSK for USD 13 billion, and in June announced plans to MedTech group Medartis, which manufactures spin off eye care division Alcon into a separately medical devices for internal surgical bone fixation, traded standalone company. The group also successfully conducted an initial public offering announced it has agreed to sell selected portions (IPO) on the SIX Swiss Exchange at CHF 48 per of its Sandoz US portfolio, specifically the Sandoz share, implying a market capitalization of US dermatology business and generic US oral CHF 563 million. solids portfolio, to Aurobindo Pharma United States. This transaction supports Sandoz’s Hirslanden merged its Geneva-based Clinique La strategy of focusing on complex generics, value- Colline with Clinique des Grangettes to form a added medicines and biosimilars to achieve joint company in a deal that Hirslanden CEO cited sustainable and profitable growth in the US over as cementing the group as an innovative private the long term. The generics market in the US has healthcare provider. seen tremendous price pressure with prices declining further. Unilabs SA, the Switzerland-based diagnostics company engaged in the provision of laboratory Roche meanwhile agreed to pay USD 2.4 billion medicine and radiology services, agreed to to buy out the remaining shareholders in acquire SFMTBio, Laboratoire De Biologie Foundation Medicine, a cancer-focused gene Medicale Polibio and BIOPATH.
1 Novartis sells stake in joint venture to GSK for USD 13bn, Financial Times, 26 March 2018 2 Roche does pharma M&A without the pharma, Bloomberg Opinion, 19 June 2018
58 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
18
16 14 al e deals 12 10 8 6 e deals 4 e deals 2
0 e al e
Number of deals per industry sub-sector 2018 Split of deals by target/buyer/seller 2016 to 2018
a a e ti als 26
Medi al te l la e i e t 2 li i s ealt a e 24 i te
e deals t e 5 iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
After years of price exaggerations, valuations of biotech companies have begun to slide, driven by more realistic assessments of commercialization efforts for innovative drugs.
This creates a more attractive investment environment in the sector, and could fuel considerable deal activity in 2019.
We expect focused bolt-on acquisitions will continue to dominate the life sciences sector in the short to medium-term in Switzerland, including further reshaping of portfolios by the major players.
59 SECTOR Power & Utilities
+43% Deal Numbers to 20 deals
N.m.* Deal Values USD 3.9 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018. * Percentage is not meaningful due to the significant variation.
60 Clarity on Mergers & Acquisitions
Rolf Langenegger Director, Deal Advisory Valuation and Financial Modelling +41 58 249 42 71 [email protected]
Top Deal 2018 USD 1.7 billion Target: 8point3 Energy Partners LP Buyer: Capital Dynamics AG
2018 Review The most notable deal activity focused on strengthening core businesses or broadening the offering into strategically selected services.
2019 Outlook Clarity over market liberalization measures will be necessary to kick start M&A.
Top 5 Swiss Power & Utilities transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Feb 2018 8point3 Energy 100 United States Capital Switzerland SunPower United States 1,655 Partners LP Dynamics AG Corporation; First Solar, Inc.
Mar 2018 Alpiq InTec AG; 100 Switzerland; Bouygues France; Alpiq Switzerland 899 Kraftanlagen Germany Construction S.A.; United Kingdom Holding Ltd Muenchen GmbH Colas Rail Limited
Nov 2018 E.ON SE (475 MW 80 Sweden Credit Suisse Energy Switzerland E.ON SE Germany 455 Nysater wind farm) Infrastructure Partners AG
Mar 2018 Superior Pipeline 50 United States Partners Group Switzerland; Unit United States 300 Company LLC Holding AG; OPSEU Canada Corporation Pension Trust
Jan 2018 Silicon Ranch 44 United States Royal Dutch United Kngdom / Partners Switzerland 193 Corporation Shell Plc Netherlands Group AG
61 SECTOR Power & Utilities
2017 may have produced a referendum outcome in favor of revising Switzerland’s Energy Act, but uncertainties remain around its implementation and broader efforts to liberalize the Swiss energy market. Until such questions are resolved – hopefully in part following the end of the consultation period in January 2019 – M&A activity in the sector is likely to remain subdued.
This is not to say that deal activity was absent, Axpo meanwhile acquired the remaining however. Major Swiss player Alpiq continued to 75 percent it did not already hold in Gold Energy- focus on its core business. This included the sale Comercializadora De Energia, a Portugal-based of Alipq Intec to French industrial group Bouygues company engaged in gas and energy distribution. for almost USD 900 million following approvals by the relevant competition authorities. Interest remains among institutional investors in infrastructure investments that offer guaranteed BKW further progressed its ambitions to broaden feed-in tariffs. This prompted investors in the past its service offering by completing five deals in to pay relatively high prices for low but Germany and Austria. These involved acquiring guaranteed returns. Climaplan, a Germany-based provider of consulting, planning, supervision and contracting services, as well as German engineers Emutec, Austria-based IKK and two smaller businesses.
62 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
al e deals e deals e deals e al e
Remark: Split of deals by target/buyer/seller 2016 to 2018 Sub-sector data and figures are not available for this sector. 18 17 16 14 12 10 8 7 6 6 5 5 e deals 4 2 2 2 2 1 - - - 0 iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
Market liberalization in Switzerland may still generate new M&A activity or even new forms of collaboration between the country’s utility companies. But resolution of outstanding questions and uncertainties is needed before this will take place to any significant degree.
The consultation process is ongoing until 31 January 2019, following which the Federal Council will draft a revised Electricity Supply Act to be discussed in parliament. The Federal Councillor responsible has cited his expectation that consolidation in the Swiss utilities sector may ensue.
Swiss utility groups will meanwhile stay on the acquisition trail in the renewables energy segment, mainly abroad, in order to fulfill the goals set out in Switzerland’s Energy Act. For instance, Repower announced in December 2018 that Repower and a European fund will launch a joint venture, Repower Renewable, dedicated to renewable assets and projects in Italy.
63 SECTOR Private Equity
+32 % Deal Numbers to 160 deals
+97% Deal Values USD 35.6 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018.
64 Clarity on Mergers & Acquisitions
1 Timo Knak 1 2 Partner, Deal Advisory Head of Mergers & Acquisitions +41 58 249 42 04 [email protected]
2 Hannes Kurz Director, Deal Advisory Transaction Services +41 58 249 63 27 [email protected]
Top Deal 2018 USD 5.4 billion Target: Techem GmbH Buyer: Partners Group; Caisse de dépôt et placement du Québec (CDPQ); Ontario Teacher’s Pension Plan
2018 Review Though deal values failed to peak, the highest number of deals for more than a decade reflects the continued strength of Switzerland’s Private Equity community.
2019 Outlook Favorable conditions should see high deal volumes sustained, but specialization, innovative deal structures and diversification are needed in this crowded market.
Top 5 Swiss Private Equity transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
May 2018 Techem GmbH 100 Germany Partners Group; Switzerland; Macquarie Australia 5,374 Caisse de dépôt et Canada; Canada Group Ltd. placement du Québec (CDPQ); Ontario Teacher’s Pension Plan
Jul 2018 VTG AG 71 Germany Morgan Stanley United States Kuehne Switzerland 3,245 Infrastructure Inc. Holding AG
Jul 2018 Global Switch 25 United Kingdom Strategic IDC British Virgin Reuben Switzerland 2,765 Holdings Limited Limited Islands Brothers SA
Sep 2018 Cognita Schools 100 United Kingdom Jacobs Holding AG Switzerland Kohlberg United 2,578 Limited Kravis Roberts Kingdom; & Co. L.P.; Germany Bregal Investments LLP
Jan 2018 Clariant AG 25 Switzerland Saudi Basic Saudi Arabia 40 North United States 2,502 Industries Management Corporation LLC and Corvex Management LP (through their partnership White Tale)
65 SECTOR Private Equity
The number of Private Equity deals involving Switzerland hit a record high in 2018. This was driven by continued favorable market conditions, accelerated by considerable interest among investors. Of the announced deals, the slight majority were acquisitions rather than disposals, demonstrating how Private Equity remains an active investor in the Swiss landscape. Deal values also rebounded since falling in 2017, though they remained significantly lower than the record of 2014.
One of the most active players last year, Partners sound equipment. It also invested in LED Group added eight businesses to its portfolio. flashlights designer and manufacturer Ledlenser These included the largest transaction in the alongside Afinum, acquired frozen potato sector – its acquisition of Germany-based products producer KADI, and acquired the bulk of Techem, a leader in heat and water sub-metering ABC Design, manufacturer of baby strollers. services, from Macquarie Infrastructure and Real Invision disposed of Swiss Education Group as Assets (MIRA). Its other purchases included well as Kraft & Bauer, the last portfolio company Ammeraal Beltech in the Netherlands, Megadyne of its Invision IV fund. Group in Italy and the Murra Warra windfarm in Australia. The Private Equity house meanwhile Verium bought majority stakes in Ceposa, a sold its remaining stake in VAT Group. Swiss producer of fresh Mediterranean appetizers, and Quickmail, a Switzerland-based As well as closing a new fund with capital mail services provider. 2018 saw Verium exit commitments of almost EUR 1.2 billion, Capvis basefit.ch by selling the gym chain to Denmark- acquired majority stakes in Variosystems, a Swiss based Fitness World Group. leader in electronics services, and Amann Girrbach, a world-leading digital dentistry Paragon Partners acquired Bono Platten as a bolt business. It exited investments in Lista and on for portfolio company Condecta and sold KADI Faster Group. to Invision. Afinum carried out two bolt-on acquisitions, Umbrella for Midoco and Sinkro for Jacobs Holding acquired Cognita from KKR and Cotta and exited Copytrend and Let’s go Fitness, Bregal. This leading private schools group as well as investing in Ledlenser as noted above. operates more than 70 schools in eight countries in Europe, Asia and South America. Market newcomer Kontivia made its first acquisition with Bruetsch Elektronik. CGS Management added InnoLas Solutions to its Notable exits included Gilde Buy Out Partners’ portfolio as part of its buy-and-build strategy to disposal of Riri Group, EQT’s disposal of create a new industrial group for laser technology, Sportradar, and Renaissance Foundations’ and as well as Dollins Tool and Freeman Schwabe as Evoco’s divestment of Asic Robotics to Paragon add-ons for its Mold & Robotics Group and Partners. International Cutting Group respectively. This comes in the same year as CGS raised CHF 240 Patrimonium Group sold its stake in CCS Group million in its new Fund V. to GPV, and Bauwerk Boen to EGS Beteiligungen. It also acquired C. Hübner, a specialist in tool Invision purchased a stake in Germany-based making and plastic injection moulding. NicLen, a leading rental company for light and
66 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
al e deals e deals e deals e al e
Number of deals per industry sub-sector 2018 Split of deals by target/buyer/seller 2016 to 2018 Pharmaceuticals & Life Sciences Chemicals 2 Financial Services 6 Industrial Markets 6 Consumer Markets 6 Technology, Media and Telecommunication 6 Other Industries 22 e deals Commodities Power & Utilities iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
The global Private Equity market continues its ascent. Buyout activity is being sustained by a combination of historically low interest rates, credit markets supplying cheap deal financing, the extended run of economic growth, and a generous fundraising environment.
Against this background, creativity is emerging in a crowded market. Specialization and innovative deal structures have become the norm. And diversifying among industries or expanding across borders is becoming increasingly important as Private Equity firms continue their quest for interesting assets.
67 SECTOR Real Estate
68 Clarity on Mergers & Acquisitions
1 Ulrich Prien 1 2 Partner, Deal Advisory Head of Real Estate +41 58 249 62 72 [email protected]
2 Beat Seger Partner, Deal Advisory Real Estate +41 58 249 29 46 [email protected]
Top Deal 2018 USD 1.6 billion Target: Fonciere Vesta Buyer: A group of investors including Swiss Life Asset Management AG
2018 Review Residential vacancy rates hit a 20-year high, while structural challenges continue to afflict the office and retail property sectors.
2019 Outlook With Swiss interest rates resisting the upward trend in the US and EU, Real Estate continues to be an attractive investment proposition – at least for the short term.
Top 5 Swiss Real Estate transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Oct 2018 Fonciere Vesta 80 France A group of Switzerland SNCF Group France 1,621 investors including Swiss Life Asset Management AG
Nov 2018 SSN GROUP AG 93 Switzerland CONSUS Real Germany - - 1,027 Estate AG
Jun 2018 Immobilien- 100 Switzerland Mobimo Holding AG Switzerland - - 367 gesellschaft Fadmatt AG
Nov 2018 Novartis AG – - Switzerland G+E GETEC Holding Germany Novartis AG Switzerland n/a Schweizerhalle Site GmbH
Nov 2018 Aurelis-Laetitia - Germany Swiss Life Asset Switzerland Aurelis Real Germany n/a Portfolio Management AG Estate
69 SECTOR Real Estate
As long as Switzerland’s low interest rate environment continues – resisting the upward trend in the US and EU – Real Estate will continue to appeal compared to fixed income investments. Against this background, construction volumes are unlikely to change in the short term, with regional excess supply and vacancy rates rising further, especially in residential property. A growing risk awareness may calm the market in the mid-term.
Residential – Vacancy rates at new 20-year high Across Switzerland overall, persistently high A new challenge for asset managers comes as absolute amounts of vacant space will keep up the residential vacancy rates reached a new peak since pressure on asking and contractual rents. In fact, the end of the 1990s. Switzerland currently adds the first half of 2018 saw asking rents for office between 40,000 and 50,000 new apartments to its space in Geneva fall by a staggering 7.5 percent housing stock each year. With ongoing high levels compared to the first six months of 2017. of construction, and net immigration having fallen Structural challenges remain across the country, from more than 80,000 to 40,000 and 50,000 with older premises often no longer meeting individuals per annum, expansion continues to modern requirements in the face of fierce outstrip demand. This is especially the case in rural competition from high quality or more flexible new areas and on the peripheries of secondary cities premises as well as co-working concepts. where greenfield sites are still available. Retail – Modern retail concepts add to the Even in the major urban areas of Zurich and pressure on property owners’ margins Geneva, vacancy rates rose in 2018 and rents are Positive retail sales in 2017 lost momentum during flattening. Despite this tendency towards over 2018, falling by around 2.2 percent by September supply, the yield differential compared to fixed- 2018 according to the Federal Statistics Office. income investments remains attractive, such that Retail sales in Switzerland were at their lowest residential property is still in favor with investors. nominal level for 14 years. Despite positive The situation is unlikely to be resolved in the near economic trends, consumer sentiment remains future, with the Federal Office for Migration somewhat depressed. In October, a 1.2 percent assuming that immigration will decline further, and growth in sales over October 2017 gives some planning consents for new rental homes having confidence. However, as online retail captures returned to peak levels in 2018. further market share, pressure on the sector remains high and there appears to be little Office – Structural issues persist with asking prospect of a reversal of fortune. rents falling in urban areas Switzerland recorded relatively strong GDP growth Vacancy rates for retail space in Basel, Berne, of 2.9 percent in 2018 and a record low Geneva and Zurich fell by six percent last year. This unemployment rate, as well as a 2.65 percent average masks considerable differences between increase in office employment growth between the centers, which range from vacancy rates in Q2 2017 and Q2 2018. This contributed to reduced Zurich falling by 47 percent, to a slight increase of vacancy rates in the office space market in Basel, one percent in Basel. Berne and Zurich. The situation in the canton of Geneva stands in stark contrast, however, with A positive trend is observed for retail formats that the level of vacant office space again increasing complement online retailing, convenience stores last year. and flexible sales space in prime locations with
70 Clarity on Mergers & Acquisitions
high levels of footfall. Ironically, this adds yet more Baloise Asset Management launched its first pressure on property owners due to lower rental property fund, placing an issue volume of CHF 275 income, higher tenant fluctuation and a need for million. Initially holding a diversified portfolio of 35 more active property management. properties from Baloise’s existing real estate portfolio, the group noted how this offers an New funds still coming to market investment opportunity that generates a return Although these market trends make the potential from day one. for increasing cash flow from real estate look rather limited, the capital market is still firmly in And Zurich Insurance Group raised CHF 388 favor of real estate. The main driver is the ultra-low million for its ZIF Immobilien Direkt Schweiz and interest environment and the need to invest in announced plans for a further capital raise. yield-producing investments. Most of this capital is seeking core investments, The inflow of fresh capital remains strong and is favoring residential properties and driving price driving high market prices. Swiss Life completed levels accordingly. Although there is considerable the raising of around CHF 380 million for its Swiss trust in the stability of this asset class, the Life REF (CH) Swiss Properties fund. The capital financial market supervisory authority FINMA will finance the acquisition of a portfolio of 38 launched a stress testing initiative on the major properties currently owned by Swiss Life, focusing mortgage lending banks. Increasing interest rates on high-quality residential properties. The fund’s could be the start of a downturn in the market, European counterpart meanwhile announced the putting highly leveraged investors into distressed purchase of 9,000 square meters of office, positions. We expect FINMA to take further restaurant and retail space in Helsinki, as well as measures in 2019. 4,350 square meters of commercial space in a southwestern suburb of Paris.
Flow of capital into listed property investments in Switzerland 2018
1,200 5,000
4,500 1,000 Cumulative capital flow in CHF millions 4,000
3,500 800 3,000
600 2,500 in CHF millions 2,000 400 1,500
1,000 200 500
0 0 July May April June March August January October February November December September
Property fund issues Cumulative capital inflows in 2016 Property company issues Cumulative capital inflows in 2017 Property company borrowings Cumulative capital inflows in 2018 Property company IPOs
71 SECTOR Technology, Media & Telecommunications
+19 % Deal Numbers to 68 deals
+97% Deal Values USD 8.0 billion
Remark The deal number and value deviations in percent refer to the change between 2017 and 2018.
72 Clarity on Mergers & Acquisitions
1 Patric Roth 1 2 Partner, Deal Advisory Transaction Services +41 58 249 35 94 [email protected]
2 Adrian Bieri Director, Deal Advisory Mergers & Acquisitions +41 58 249 28 19 [email protected]
Top Deal 2018 USD 2.8 billion Target: Global Switch Holdings Limited Buyer: Strategic IDC Limited
2018 Review Digital transformation, big data and the cloud drove Technology activity. Telecoms saw sizeable cross-border deals, while consolidation in Media progressed slowly.
2019 Outlook Continued digital transformation across various sectors will remain a steady source of M&A activity.
Top 5 Swiss Technology, Media & Telecommunications transactions 2018
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jul 2018 Global Switch 25 United Kingdom Strategic IDC British Virgin Reuben Switzerland 2,765 Holdings Limited Limited Islands Brothers SA
Feb 2018 Interoute 100 United Kingdom GTT United States Sandoz Family Switzerland; 2,340 Communications Communications, Foundation; United Limited Inc. Crestview States; Partners, LP; United Aleph Capital Kingdom Partners LLP
Jul 2018 Sportradar AG 48 Switzerland Canada Pension Canada; EQT Netherlands 1,176 Plan Investment United States Partners AB; Board; Technology Inmonitor AS Crossover Ventures
Sep 2018 SubCom 100 Switzerland Cerberus Capital United States TE Switzerland / 325 Management, L.P. Connectivity United States Ltd.
Dec 2018 Avoka Technologies 100 Australia Temenos Group AG Switzerland - - 245 Pty, Ltd.
73 SECTOR Technology, Media & Telecommunications
Technology deals dominated activity in 2018, with digital transformation, big data and the cloud driving transactions involving software and digital platforms. In Media, consolidation continued at a low level in the traditional print industry and e-commerce. Telecoms players meanwhile undertook few but sizable cross-border transactions.
Strong growth in demand for data is fueling the Media activity was calmer following two construction of large-scale data centers. The landmark transactions in 2017. Consolidation in significant upfront investments involved often the traditional print business continued with require access to a broad, global investor base. Tamedia’s acquisition of Basler Zeitung, which We saw this in 2018’s largest Technology deal – was largely driven by ongoing cost pressures and Strategic IDC’s acquisition of a 25 percent stake scale effects, further strengthening Tamedia’s in UK-based Global Switch Holdings from Reuben strong market position. Two sizeable deals arose Brothers for USD 2.8 billion. The power of data from transactions between shareholders, and analytics meanwhile attracted a joint effort by including SRG selling its 33.3 percent stake in Canada Pension Plan Investment Board and leading advertising marketer Admeira to co- California-based Technology Crossover Ventures investors Ringier and Swisscom, and Swisscom’s to acquire 35 percent of Sportradar, the global USD 222 million full takeover of the remaining 31 leader in understanding and leveraging sports percent of Swisscom Directories. In other areas data and digital content. of the sector, noteworthy deals included Dentsu Aegis Network’s acquisition of Namics, and Cloud-based business models gave rise to further Luxoft’s acquisition of US-based Smashing Ideas. activity, such as insurer Schweizerische Mobiliar’s acquisition of Swiss business and accounting E-commerce gave rise to rather low levels of software solution provider Bexio, and SAP activity, however. Coop’s purchase of the other (Schweiz)’s acquisition of Coresystem FSM. The half of its Siroop market place joint venture and growing importance of digital transformation was integration into its existing online shop microspot reflected in SoftwareONE’s purchase of IT was the last chapter of an ambitious project that services provider Comparex, and Partners would have required significant investment over a Group’s decision to buy 48 percent of period of years to become a leading platform. GlobalLogic. Temenos’ acquisition of Avoka for USD 245 million, the largest Fintech deal in 2018, In Telecoms, TE Connectivity sold SubCom to shows the importance of having digital end-to- Cerberus Capital, valuing its subsea end process capabilities. Crealogix remained communication business at USD 325 million. active through the full takeover of Germany- Broadband and fiber networks remain a steady based ELAXY Business Solution & Services and source of deals, such as Arcus Infrastructure the acquisition of Spain-based Innofis. Logitech Partners’ acquisition of Swiss4net Holding and meanwhile expanded further in consumer Bell Canada’s purchase of broadband solutions electronics, securing a foothold in high-end audio provider Axia NetMedia from Partners Group. recording by acquiring Blue Microphones.
74 Clarity on Mergers & Acquisitions
Number of deals per quarter Number and value of deals per year
al e deals e deals e deals e al e
Number of deals per industry sub-sector 2018 Split of deals by target/buyer/seller 2016 to 2018
Computers (hard and software) Telecoms Media/internet Ele t i s e te tai e t elated 2 e deals t e iss e iss e ei e ei e iss ta et ei ta et iss ta et ei ta et iss e d
Outlook
We expect software to continue generating deals as digital transformation creates game- changers in processes and user experiences. The cloud will also help maintain Technology deal activity, while cyber security and Fintech are likely to return as drivers. Despite Logitech dropping its possible acquisition of headphone maker Plantronics, we expect the group to remain an active acquirer, with potential to undertake substantial deals.
Optimizing costs and growing scale are among the top tasks for Media houses with traditional print activities. We anticipate ongoing consolidation or joint ventures and strategic partnerships in this area. Portfolios of digital businesses will be further strengthened through add-on acquisitions or even transformational deals. Outbound activity may dominate due to scarce domestic opportunities in key sectors such as digital and e-commerce platforms.
Despite scope for consolidation in Swiss Telecoms, we understand that a potential disposal of UPC Switzerland by its parent Liberty Global is not imminent, following a recent statement by the group CFO. It is therefore unlikely that 2019 will see a merger involving major Swiss players.
75 List of Swiss M&A transactions in 2018
76 Clarity on Mergers & Acquisitions
77 LIST OF TRANSACTIONS Chemicals
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Clariant AG 25 Switzerland Saudi Basic Saudi Arabia 40 North United States 2,502 Industries Management Corporation LLC and Corvex Management LP (through their partnership White Tale)
Feb 2018 Elementis 100 Netherlands Kolb Distribution AG Switzerland Elementis Plc United 48 Specialties Kingdom Netherlands BV
Mar 2018 Naturex SA 100 France Givaudan SA Switzerland - - 1,812
Apr 2018 Abbott & Cobb Inc. 100 United States Syngenta Switzerland - - - International AG
Apr 2018 Robert Aebi Feed 100 Switzerland Herbonis AG Switzerland - - - Additive Technologies GmbH
May 2018 Sika AG 24 Switzerland Sika AG Switzerland Compagnie de France 2,077 Saint-Gobain SA
Jun 2018 Expressions 100 France Givaudan SA Switzerland Orfite and France - Parfumées Expressiosn Parfumées’ management
Jun 2018 Promat Comimpex 40 Romania Ameropa AG Switzerland - - - s.r.l.; Agroind Cauaceu S.A.
Jul 2018 Polypag AG 100 Switzerland Sika AG Switzerland FLM Holding AG Switzerland -
Aug 2018 Motorex AG 50 Switzerland Bucher AG Switzerland FUCHS Germany 17 Langenthal Langenthal PETROLUB SE
Sep 2018 Senomyx Inc. 100 United States Firmenich SA Switzerland - - 69
Sep 2018 Flint Hills Resources - United States INEOS Group AG Switzerland Flint Hills United States - (chemical Resources LLC intermediates business)
Oct 2018 Trammo (US - United States EuroChem Switzerland Ronald P. United States - fertilizer assets) Group AG Stanton (founder); Oliver K. Stanton
Nov 2018 Lonza Group - Switzerland Platinum Equity LLC United States Lonza Group Switzerland 630 Limited (Water Care Limited Business)
Nov 2018 Schaetti AG 100 Switzerland Dakota Coatings NV Netherlands Patrimonium Switzerland; - Private Equity Switzerland; Advisors; France Co-Investor AG; Parvilla SAS
Nov 2018 Propex Holding LLC - United States Sika AG Switzerland Propex United States - (Concrete Fibers Holding LLC business)
78 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Nov 2018 Ashland Global Germany INEOS Enterprises Switzerland, Ashland Global United States 1,100 Holdings Inc. Limited United Kingdom Holdings Inc. (Composites business and the butanediol)
Nov 2018 Proclaim, Tilt and India Crystal Crop India Syngenta Switzerland - Blue Copper Protection Limited International AG (3 brands from Syngenta in India)
79 LIST OF TRANSACTIONS Commodities
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Glencore Plc Australia GFG Alliance Ltd United Kingdom Glencore Plc Switzerland 100 (Tahmoor metallurgical coking coal mine)
Jan 2018 Socar Aurora UAE Prostar Capital Ltd. Australia State Oil Azerbaijan; - Fujairah Terminal Company of the UAE; FZC Azerbaijan Switzerland Republic; Government of Fujairah; Aurora Progress S.A.
Feb 2018 Alcosuisse AG 100 Switzerland Thommen-Furler AG Switzerland Government of Switzerland - Switzerland
Feb 2018 Pisto SAS 24 France Swiss Life Asset Switzerland Macquarie Australia - Management AG Infrastructure and Real Assets
Feb 2018 Cargill Inc. 50 Switzerland / Archer Daniels United States Cargill Inc United States - (National Vegetable Egypt Midland Company Oil Company and merchandising operation)
Mar 2018 Hail Creek coal 82; Australia Glencore Plc Switzerland Rio Tinto Plc United 1,700 mine; Valeria coal 71 Kingdom development project
Apr 2018 Mercuria Energy Switzerland / China National China - - 1,000 Group Limited Cyprus Chemical (Undisclosed Corporation minority stake)
Apr 2018 Granite Capital SA 51 Switzerland Zibo Qixiang Tengda China Integra Holdings Singapore 36 Chemical Co. Ltd. Pte. Ltd.
May 2018 Rosneft Oil 9 Russia Qatar Investment Qatar Glencore Plc Switzerland 4,427 Company OAO Authority
May 2018 Louis Dreyfus 100 Netherlands China Molybdenum China Louis Dreyfus Switzerland / 450 Company Co. Ltd.; New China Company B.V. Netherlands Metals B.V. Capital International Management Limited; China Anxing Asset Management Company Limited
May 2018 Minera Altos de - Chile Xiana Mining Inc. Canada Glencore Plc Switzerland 25 Punitaqui Limitada
May 2018 MET Holding AG 75 Switzerland Management Switzerland MOL Hungarian Hungary - Vehicle Oil and Gas Public Limited Company; WISD Holding
Jun 2018 AleSat 78 Brazil Glencore Plc Switzerland - - - Combustiveis S.A.
Jul 2018 Mototolo Joint 39 South Africa Anglo American South Africa Glencore Plc Switzerland 1,644 Venture Platinum Ltd
80 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jul 2018 Moinhos Cruzeiro 50 Brazil Glencore Plc Switzerland Predileto Brazil - do Sul SA Alimentos SA
Sep 2018 MB Barter 100 Switzerland REHAU GmbH Switzerland - - - & Trading AG
Oct 2018 Rodoil Distribuidora 50 Brazil Vitol Group Switzerland - - - de Combustiveis Ltda.
Oct 2018 Impala Terminals 50:50 Switzerland IFM Global Australia Trafigura AG Switzerland - (JV with IFM Global JV Infrastructure Fund Infrastructure Fund)
Oct 2018 Republic Metals 100 United States Valcambi SA Switzerland - - - Corporation
Oct 2018 Petrobras Oil 50 Netherlands Vitol Group; Switzerland / Petroleo Brazil 1,407 & Gas B.V. Africa Oil Corp.; Netherlands; Brasileiro SA Delonex Energy Ltd. Canada; United Kingdom
Nov 2018 Vitol Tank Terminals 50 Netherlands Vitol Group; Switzerland; Buckeye United States - International B.V. IFM Investors Australia Partners L.P (VTTI)
Dec 2018 IXM B.V. 55 Switzerland China Molybdenum China China Anxing China 495 Co. Ltd. Asset Management Company Limited
Dec 2018 Clermont Coal 31; Australia Glencore Coal Pty Switzerland; Mitsubishi Australia 539 Mine; 10 Limited; GS Coal Australia Development Ulan Coal Mine Pty Ltd Pty Ltd
81 LIST OF TRANSACTIONS Consumer Markets
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Niggemann Food 100 Germany Transgourmet Switzerland - - - Frischemarkt GmbH Holding AG
Jan 2018 Hugli Holding AG 99 Switzerland Bell Food Group AG Switzerland - - 534
Jan 2018 Nestlé S.A. - United States Ferrero SpA Italy Nestlé S.A. Switzerland 2,800 (US Confectionery Business)
Jan 2018 SuperBioMarkt AG 38 Germany Bio Switzerland - - - Development AG
Jan 2018 Patron Spirits 100 Switzerland Bacardi Limited Bermuda John Paul United States 5,100 International AG DeJoria (Private Investor)
Jan 2018 YOOX Net-A-Porter 75 Italy Compagnie Switzerland - - 3,240 Group (YNAP) Financiere Richemont SA
Jan 2018 SWISSLASTIC AG 100 Switzerland Lohmann & Germany Salzmann AG Switzerland - ST. GALLEN Rauscher International GmbH & Co. KG
Jan 2018 Tourneau LLC 100 United States Bucherer AG Switzerland Leonard Green United States - & Partners L.P.
Feb 2018 Thalia SA 100 Switzerland Copernicus Switzerland EFG Switzerland; - Holding SA International AG; Luxembourg BI-Invest Advisors S.A.
Feb 2018 Bally - Switzerland Shandong Ruyi China JAB Netherlands 700 International AG Investment Holding Holdings B.V. Company Limited
Feb 2018 Terrafertil S.A. 60 Ecuador Nestlé S.A. Switzerland - - -
Mar 2018 Thurella AG 65 Switzerland Orior AG Switzerland - - 65
Mar 2018 reBuy reCommerce - Germany Evoco AG; Headway Switzerland; - - - GmbH (undisclosed Capital Partners United Kingdom; stake) LLP; Keyhaven United Kingdom Capital Partners Ltd
Mar 2018 Bravo Brio 100 United States Spice Private Switzerland - - 105 Restaurant Equity Ltd Group Inc.
Mar 2018 Supair Drive AG 75 Switzerland Ecklin Holding Inc. United States - - -
Mar 2018 Nestlé Waters 100 Brazil Grupo Edson Brazil Nestlé S.A. Switzerland - (water business Queiroz in Brazil)
Mar 2018 Royal Robbins Inc. 100 United States Fenix Outdoor Switzerland Bruckmann, United States - International AG Rosser, Sherrill & Co. Inc.
Apr 2018 Two Spice AG - Switzerland Coop Switzerland - - - Genossenschaft
82 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Apr 2018 Prolacto S.A. 100 Portugal Quantum Capital Germany Nestlé Portugal Portugal / - Partners AG (subsidiary of Switzerland Nestlé S.A.)
Apr 2018 Chocolat 100 Switzerland Heidi Chocolat S.A. Romania Hans Rudin Switzerland - Schoenenberger AG (Private investor)
Apr 2018 Hearthside Food 100 United States Partners Group AG; Switzerland; Goldman Sachs United States - Solutions LLC Charlesbank Capital United States & Co. LLC; Partners LLC Vestar Capital Partners Inc.
Apr 2018 Toys “R” Us Inc. 100 Austria, Smyths Toys United Kingdom - - 98 (operations in Switzerland, Superstores Germany, Austria Germany and Switzerland)
Apr 2018 Sylvain & CO SA 100 Switzerland Eisberg Schweiz AG Switzerland - - -
Apr 2018 Tailsco Limited - United Kingdom Nestlé S.A. Switzerland Draper Esprit plc United - Kingdom
May 2018 Ceposa AG 100 Switzerland Verium AG Switzerland Hanspeter Baer; Switzerland - Yvonne Baer (Private Investors)
May 2018 Starbucks - United States Nestlé S.A. Switzerland Starbucks United States 7,150 Corporation Corporation (Consumer Packaged Goods and Foodservice distribution business)
May 2018 Vishal E-Commerce 100 India Partners Group AG; Switzerland; TPG Capital LP; United - Private Limited Kedaara Capital India Shriram Group States; India Investment Pvt. Co. Managers Limited
May 2018 Karl Vogele AG 70 Switzerland CCC SA Poland Vogele family Switzerland 10
May 2018 O’Tacos - France Kharis Capital Switzerland Samba Traore; France - Corporation SAS Advisory AG Silman Traore; Patrick Pelonero (Private Investors)
May 2018 Princes Gate Spring - United Kingdom Nestlé Waters UK Switzerland - - - Water Limited Ltd (subsidiary of Nestlé S.A.)
Jun 2018 Watchfinder.co.uk 100 United Kingdom Compagnie Switzerland Beringea LLP; United - Ltd. Financiere Piton Capital Kingdom Richemont SA LLP
Jun 2018 Lancel 100 France Piquadro S.p.A. Italy Compagnie Switzerland - International S.A. Financiere Richemont SA
Jun 2018 Varsity Brands Inc. 100 United States Bain Capital LLC United States Partners Switzerland; 2,500 Group AG; United States Charlesbank Capital Partners LLC
83 LIST OF TRANSACTIONS Consumer Markets
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jun 2018 Rigoni 43 Italy Kharis Capital Switzerland Fondo Italiano Italy 54 di Asiago S.r.l. Advisory AG d'Investimento SGR S.P.A.; Rigoni family
Jun 2018 Pasito-Fricker AG - Switzerland Unnamed investor Undisclosed GF Group Switzerland - Holding AG
Jul 2018 nu3 GmbH 100 Germany Shop Apotheke Netherlands A group of Switzerland - Europe N.V. investors including Lakestar Advisors GmbH
Jul 2018 Franz Carl 100 Switzerland SIMBA-DICKIE- Germany; Ludendo SA France - Weber AG GROUP GmbH; Switzerland; Marcel Dobler Switzerland (Private Investor); Yves Burger (Private investor)
Jul 2018 Antiquorum 67 Switzerland Fortune Fountain Hong Kong SAR - - - Geneva SA Capital Limited
Jul 2018 Gowoonsesang 51 South Korea Migros- Switzerland - - 26 Cosmetics Co. Ltd. Genossenschafts- Bund
Aug 2018 Promofarma 100 Spain Zur Rose Group AG Switzerland - - -
Aug 2018 Athleticum - Switzerland Decathlon S.A. France Maus Freres SA Switzerland - Sportmarkets AG
Aug 2018 Emmi Ambrosi 34 France Emmi AG Switzerland - - - France
Aug 2018 Campus Srl 100 Italy Firmenich SA Switzerland White Bridge Italy - Investments S.p.A.; Giampaolo Cagnin (Private Investor)
Aug 2018 Baron & Leeds Inc 100 United States Bucherer AG Switzerland - - -
Aug 2018 Express Vending 100 United Kingdom Selecta TMP AG Switzerland - - - Group Limited
Aug 2018 Navyboot AG 100 Switzerland Magazine Zum Switzerland Gaydoul Switzerland - Globus AG Group AG
Sep 2018 casualfood GmbH 35 Germany Orior AG Switzerland -
Sep 2018 Ernest Borel 71 Switzerland / Citychamp Watch & Hong Kong SAR Sit Yau Chiu Hong Kong 68 Holdings Limited Hong Kong SAR Jewellery Group (Private Investor) SAR Limited
Sep 2018 PT Nestlé Indofood 50 Indonesia PT Indofood CBP Indonesia Nestlé S.A. Switzerland - Citarasa Indonesia Sukses Makmur TBK
Oct 2018 INFORUM 100 Russia Barry Callebaut AG Switzerland - - - PROM Ltd
84 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Oct 2018 Nestlé Products 100; Malaysia Groupe Lactalis S.A. France Nestlé S.A. Switzerland 37 Sdn. Bhd. (Chilled 100 Dairy business); Nestlé Manufacturing (Malaysia) Sdn. Bhd. (Manufacturing business)
Oct 2018 NORDSEE GmbH 100 Germany Kharis Capital Switzerland Unternehmens- Germany - Advisory AG gruppe Theo Mueller GmbH & Co. KGaA
Oct 2018 Medpex - Germany Zur Rose Group AG Switzerland Medpex Germany - Versandapotheke Versand- (E-commerce apotheke Activities)
Oct 2018 Riri Group SA 100 Switzerland Chequers Capital France Gilde Buy Out Netherlands 262 Partners BV
Oct 2018 D-Auto Suisse SA 100 Switzerland Orchid Swiss Singapore Dogus Otomotiv Turkey - Development (Pte) Ltd.; Juglans Regia (Private Investor)
Oct 2018 Novae 100 Switzerland Sodexo France - - - Restauration SA
Nov 2018 ABC Design GmbH - Germany Invision Private Switzerland - - - (Undisclosed Equity AG majority stake)
Dec 2018 Ledlenser GmbH 100 Germany Invision Private Switzerland; Leatherman Tool United States - & Co. KG Equity AG; Afinum Germany Group Inc. Management GmbH
Dec 2018 AMAG Group AG 50 Switzerland Martin Haefner Switzerland Eva-Maria Ireland - (Private Investor) Bucher Haefner (Private Investor)
Dec 2018 KADI AG 100 Switzerland Invision Private Switzerland Paragon Germany - Equity AG Partners
Dec 2018 Auric Pacific - Singapore and DKSH Holding AG Switzerland Auric Pacific Singapore - (consumer goods Malaysia Group Limited distribution business in Singapore and Malaysia)
85 LIST OF TRANSACTIONS Financial Services
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Endsleigh Insurance 100 United Kingdom A-Plan Insurance United Kingdom Zurich Insurance Switzerland - Services Ltd Limited; HgCapital Group Ltd.
Jan 2018 Zurich Life - Singapore Singapore Life Switzerland Zurich Insurance Switzerland - Singapore (business Pte. Ltd. Group Ltd. portfolio)
Jan 2018 Samunnati Financial - India responsAbility Switzerland; - - 24 Intermediation & Investments AG; United States Services Pvt. Ltd. Accel; Elevar Equity (undisclosed stake)
Jan 2018 DAS Rechtsschutz- 100 Switzerland; Allianz SE Germany ERGO Germany - Versicherungs-AG; Luxembourg; Versicherungs- D.A.S. Rechtsschutz Slovakia; gruppe AG AG; D.A.S. Switzerland Luxemburg Allgemeine Rechtsschutz- Versicherung S.A.
Jan 2018 Nordea AB 100 Luxembourg UBS Europe SE Switzerland Nordea AB Sweden - (Luxembourg-based private banking business)
Jan 2018 Brickell Bank 100 United States Benhamou Family Switzerland Banco Espirito Portugal - Santo SA.
Jan 2018 Secura Industrie- 100 Switzerland Perusa GmbH Germany - - - beteiligungen AG
Jan 2018 Nem SGR S.p.A. 100 Italy Montana Capital Switzerland - - 70 Partners AG
Jan 2018 Reliance Group 95 Brazil Julius Baer Group Switzerland - - - Limited
Feb 2018 Euroclear plc 5 Switzerland Intercontinental United States - - 307 Exchange Inc.
Feb 2018 Fidfund 100 Switzerland Banque Bonhote & Switzerland Robert Pennone Switzerland - Management SA Cie SA; CACEIS (Private Investor) (Switzerland) S.A.
Feb 2018 LB (Swiss) 100 Switzerland Liechtensteinische Liechtenstein Frankfurter Switzerland 32 Investment AG Landesbank AG Bankgesellschaft (LLB) (Schweiz) AG
Feb 2018 QBE Insurance 100 Argentina, Zurich Insurance Switzerland QBE Insurance Australia 409 Group Limited Brazil, Colombia, Group Ltd Group Limited (Latin America Mexico operations)
Feb 2018 Investnet AG 60 Switzerland Undisclosed Bidder Switzerland Raiffeisen Switzerland - Schweiz
Mar 2018 Sobrado - Switzerland AXA Winterthur Switzerland - - - Software AG (undisclosed stake)
Mar 2018 Innoveo AG 100 Switzerland Servion Global India Pactera China 20 Solutions Ltd Technology International Ltd
86 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Mar 2018 Travel Ace 100 Argentina Zurich Insurance Switzerland - - - Internacional de Group Ltd Servicios S.A; Universal Assistance SA
Mar 2018 Oak 100 United Kingdom Zurich Insurance Plc United Kingdom RSA Insurance United 17 Underwriting Plc (subsidiary of Zurich / Switzerland Group plc Kingdom Insurance Group Ltd)
Apr 2018 Euroamerica - Chile Zurich Insurance Switzerland Euroamerica Chile 155 Seguros de Vida Group Ltd Seguros S.A. (Group life and de Vida S.A. health insurances, individual life insurance business); EuroAmerica Administradora General de Fondos
Apr 2018 Dynagest SA 100 Switzerland Banque Profil De Switzerland - - - Gestion SA
Apr 2018 Swisscanto Funds 100 United Kingdom Clearstrean Germany Zuercher Switzerland - Centre Ltd. Banking AG Kantonalbank
May 2018 SIX Payment 100 Switzerland Worldline SA France SIX Group AG Switzerland 2,902 Services AG
May 2018 Twint AG 20 Switzerland Worldline SA France - - 30
May 2018 Notenstein 100 Switzerland Vontobel Switzerland Raiffeisen Switzerland 706 La Roche Private Holding AG Schweiz Bank Ltd
May 2018 Banque Carnegie 100 Luxembourg Union Bancaire Switzerland Carnegie Sweden - Luxembourg S.A. Privee (UBP) SA Investment Bank AB
Jun 2018 CoverWallet - United States Zurich Insurance Switzerland - - - (undisclosed stake) Group Ltd
Jun 2018 Digital Insurance - Netherlands Zurich Insurance Various - - 18 Group B.V Group Ltd; Finch (undisclosed stake) Capital
Jun 2018 Hesse & Partner AG 65 Switzerland Arthur J. Gallagher United States Hesse Switzerland - & Co. Consulting GmbH
Jun 2018 UBS Bank 100 Mexico AFIRME Grupo Mexico UBS AG Switzerland 32 Mexico SA Financiero
Jun 2018 Rothschild 6 France Rothschild & Co France Banque Privee Switzerland 154 & Co SCA SCA Edmond de Rothschild
Jul 2018 Mourgue d'Algue 100 Switzerland Gonet & Cie SA Switzerland - - - & Cie
87 LIST OF TRANSACTIONS Financial Services
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jul 2018 Advanced Capital 100 Italy Capital Switzerland - - - SGRpA Dynamics AG
Jul 2018 FairConnect SA - Switzerland Palamon Capital United Kingdom - - 100 Partners LP
Jul 2018 ACPI Investments 100 United Kingdom Union Bancaire Switzerland - - - Limited Privee UBP SA
Jul 2018 Albin Kistler AG 26 Switzerland Graubünder Switzerland - - - Kantonalbank (GKB)
Jul 2018 Helvetia - Uruguay Bordier & Cie Switzerland - - - Advisors SA
Jul 2018 Schroder & Co Bank 100 Switzerland CBH Compagnie Switzerland Schroder & Co Switzerland - AG (Eastern Bancaire Bank AG European private Helvetique SA banking business)
Aug 2018 Bank Cler AG 24 Switzerland Basler Kantonalbank Switzerland - - 214
Aug 2018 Internaxx Bank S.A. 100 Luxembourg Swissquote Group Switzerland Interactive United 32 Holding Ltd Investor Trading Kingdom Limited
Aug 2018 Sanaka India - India Woodman Asset Switzerland - - 100 Advisors Llp Management AG (undisclosed minority stake)
Sep 2018 Kairos Partners 20 Italy Julius Baer Group Switzerland - - 115 SGR spa Limited
Sep 2018 SECB Swiss Euro 75 Germany SIX Group AG Switzerland UBS AG; Switzerland - Clearing Bank Credit Suisse GmbH Group AG; PostFinance AG
Sep 2018 Fincentrum a.s. 100 Czech Republic Swiss Life AG Switzerland A group of Switzerland - investors including Capital Dynamics AG
Sep 2018 Banque Paris 40 Switzerland Investcorp S.A. Bahrain - - - Bertrand Sturdza SA
Sep 2018 Berenberg Bank 80 Switzerland Michael Pieper; Switzerland; Berenberg Bank Germany - (Schweiz) AG Andreas Keller; Germany; Andreas Jacobs; Switzerland; Adrian Keller; Claus Switzerland; G. Budelmann Switzerland (Private Investors)
Sep 2018 Gerber Life 100 United States Western & United States Nestlé S.A. Switzerland - Insurance Co. Southern Financial Group Inc.
Sep 2018 Accarda AG 70 Switzerland Aduno Holding AG Switzerland Maus Freres SA Switzerland -
Sep 2018 Ohman Bank S.A. 100 Luxembourg Reyl & Cie Switzerland Ohman Group Sweden - Holding SA
Sep 2018 Julius Baer Wealth 40 Switzerland Nomura Japan Julius Baer Switzerland - Management Ltd Holdings Inc Group Limited
88 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Sep 2018 PT Asuransi Adira 80 Indonesia Zurich Insurance Switzerland Bank Danamon Indonesia 412 Dinamika Group Ltd Indonesia Tbk PT; Willy Suwandi Dharma (Private Investor)
Oct 2018 Lombard Odier's - United States Vontobel Switzerland Lombard Odier Switzerland - wealth Holding AG management and advisory business with US-based private clients
Oct 2018 Tokio Millennium 100 Switzerland; RenaissanceRe Bermuda Tokio Marine Japan 1,470 Re AG; Tokio United Kingdom Holdings Ltd Holdings Inc. Millennium Re (UK) Limited
Nov 2018 MainFirst Bank AG; 100 Germany; Stifel Nicolaus United Kingdom MainFirst Switzerland - MainFirst Schweiz Switzerland; Europe Limited Holding AG AG; MainFirst United States Securities US Inc.
Nov 2018 Sallfort 100 Switzerland Banque Switzerland - - - Privatbank AG Heritage S.A.
Nov 2018 Primus Capital 100 United Kingdom Trade.io AG Switzerland FXP Cyprus - Markets UK Ltd International Ltd.
Nov 2018 Zurich Seguros S.A. 100 Venezuela Undisclosed bidder Undisclosed Zurich Insurance Switzerland - Group Ltd.
Nov 2018 Galenos 100 Switzerland Visana AG Switzerland - - -
Nov 2018 UBS Securities 26 China UBS AG Switzerland China Guodian China - Co Ltd Capital Holdings; COFCO
Dec 2018 Valeur Fiduciaria SA 90 Switzerland Banca Generali Spa Italy - - 11
Dec 2018 Ultra Finanz AG 100 Switzerland Cité Gestion Switzerland - -
Dec 2018 ReAssure Jersey 10 Jersey MS&AD Insurance Japan Swiss Re Ltd Switzerland 396 One Ltd. Group Holdings Inc.
Dec 2018 Julius Baer 100 Netherlands Wealth Netherlands Julius Baer Switzerland - (Netherlands) B.V. Management Group Limited Partners N.V.
89 LIST OF TRANSACTIONS Industrial Markets
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 WDM Wolfshagener 100 Germany Cross Equity Switzerland DG Drahtgitter Germany - Draht- und Partners AG Holding Metallverarbeitung GmbH
Jan 2018 Wolfensberger AG 100 Switzerland Fidelium GmbH Germany Wolfensberger Switzerland - Beteiligungen AG
Jan 2018 Ettlinger Kunststoff- 100 Germany Maag Group Switzerland Volker Neuber Germany 53 maschinen GmbH (Private Investor)
Jan 2018 ABB Ltd Entrelec - France TE Connectivity Switzerland ABB Ltd Switzerland - Terminal Blocks business
Jan 2018 SAT S.P.A. 100 Italy Gema Switzerland Switzerland - - - GmbH
Jan 2018 Innovative Photonic 100 United States Metrohm Ag Switzerland - - - Solutions Inc.
Jan 2018 Index s.p.a. - Italy Sika AG Switzerland Luigi Carlon Italy - (Private Investor)
Jan 2018 Bauwerk Boen AG 65 Switzerland EGS Switzerland Zurmont Switzerland - Beteiligungen AG Madison Management AG
Jan 2018 KOLBUS GmbH & - Germany Mueller Martini AG Switzerland KOLBUS GmbH Germany - Co. KG (perfect & Co. KG binding and bookline business)
Jan 2018 Ascometal S.A. 100 France Schmolz + Switzerland - - 62 Bickenbach AG
Jan 2018 Precicast SA 100 Switzerland Georg Fischer Switzerland - - - Automotive AG
Feb 2018 Alvier PM- 100 Switzerland Hoganas AB Sweden - - - Technology
Feb 2018 Elbit Vision 100 Israel Uster Switzerland - - 28 Systems Ltd Technologies AG
Feb 2018 Faster S.p.A. 100 Italy Helios Technologies United States Capvis Equity Switzerland 534 Partners AG
Feb 2018 Trigentic AB 100 Sweden Garmin Ltd. Switzerland - - 10
Feb 2018 The Kendall Group 100 United Kingdom LafargeHolcim Ltd Switzerland - - -
Mar 2018 Angenstein AG 100 Switzerland Estech Industries Switzerland - - - Holding AG
Mar 2018 TTM Laser S.p.A. 100 Italy Bystronic Laser AG Switzerland - - -
Mar 2018 Shandong Sanjin 37 China Emhart Glass SA Switzerland - - - Glass Machinery Co. Ltd
Mar 2018 Tec-Sem AG 100 Switzerland Brooks United States - - 16 Automation Inc.
90 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Mar 2018 S. Franzen Soehne 100 Germany GRAPHA Switzerland - - - GmbH Holding AG
Apr 2018 Sulzer 15 Switzerland Sulzer Switzerland Renova Group Russia 569 Management Ltd. Management Ltd. of Companies
Apr 2018 Anderson 100 United States Ferriere Switzerland Big Shoulders United States - Manufacturing di Stabio S.A. Capital LLC Company Inc.
Apr 2018 Arjowiggins 100 France PARTER Capital Switzerland ArjoWiggins France - Security SAS Group AG SAS
Apr 2018 AMMATEC GmbH 100 Germany Franke Industrie AG Switzerland - - -
Apr 2018 PAC Strapping 100 United States Fromm Holding AG Switzerland - - - Products Inc.; USA Strapping LLC
Apr 2018 Mungo - Switzerland Finatem Fonds Germany - - - Befestigungstechnik Management AG (undisclosed Verwaltungs GmbH majority stake)
May 2018 InnoLas - Germany CGS Switzerland - - - Solutions GmbH Management AG (undisclosed majority stake)
May 2018 NGI A/S 70 Denmark Habasit AG Switzerland Adelis Equity Sweden - Partners AB
May 2018 Grupo Klaus Brass 100 Peru dormakaba Switzerland - - - International Holding AG
May 2018 Vasco Group Nv 100 Belgium Arbonia AG Switzerland Vaessen Belgium - Industries NV
May 2018 Liwet Holding AG 56 Switzerland Vladimir Kremer; Russia Renova Group of Russia 1,551 (incl. its stake in OC Evgeny Olkhovik Companies Oerlikon Corp. AG (Private Investors) and SCHMOLZ + BICKENBACH AG)
May 2018 Techem GmbH 100 Germany Partners Group AG; Switzerland; Macquarie Australia 5,374 Caisse de dépôt et Canada; Canada Group Ltd. placement du Québec (CDPQ); Ontario Teacher's Pension Plan
May 2018 Engine Power 100 Germany Energie 360 AG Switzerland Uwe Kloska Germany - Systems Thomsen GmbH & Co. GmbH
Jun 2018 Lista AG 100 Switzerland Hangzhou Great China Capvis Equity Switzerland 187 Star Industrial Partners AG Co. Ltd.
Jun 2018 Ammeraal Beltech 100 Netherlands Partners Group AG Switzerland - - - Holding BV
Jun 2018 Medelec SA 100 Switzerland Resonetics LLC United States Butty family Switzerland
91 LIST OF TRANSACTIONS Industrial Markets
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jun 2018 ANTIL SpA 70 Italy Bystronic Laser AG Switzerland - - -
Jun 2018 Stanz- und 100 Germany Feintool Switzerland - - - LaserTechnik International Jessen GmbH Holding AG
Jul 2018 United Grinding 100 Switzerland Lemro AG Switzerland Koerber AG Germany - Group AG
Jul 2018 M-B 100 United States Aebi Schmidt Switzerland - - - Companies Inc. Holding AG
Jul 2018 Megadyne S.p.A 100 Italy Partners Group AG Switzerland Astorg Partners; France; 1,168 Neuberger United States Berman Group LLC
Jul 2018 AB Rotech 100 Turkey ABB Ltd Switzerland - - -
Jul 2018 Compona AG 100 Switzerland TTI Inc United States - - -
Jul 2018 AL-KO Plast GmbH 100 Germany swissplast AG Switzerland - - -
Jul 2018 Garaventa 100 Switzerland Savaria Corporation Canada Shareholders of Switzerland 75 Accessibility AG Garaventa Accessibility AG
Jul 2018 Asic Robotics AG 100 Switzerland Paragon Germany Renaissance Switzerland - Partners GmbH Foundation; Evoco AG
Jul 2018 Planet GDZ AG 100 Switzerland ASSA ABLOY AB Sweden Rene Gyger; Switzerland - Andreas Dintheer (Private Investors)
Jul 2018 Enervent Oy 100 Finland Zehnder Group AG Switzerland - - -
Jul 2018 Espisa AG 100 Switzerland Aeterna AG Switzerland Flokk A.S. Norway -
Jul 2018 Intrion NV 100 Belgium ABB Ltd Switzerland - - -
Jul 2018 Hiller GmbH 100 Germany Ferrum AG Switzerland Georg Hiller Switzerland - (Private investor)
Jul 2018 Oerlikon (Drive 100 Switzerland Dana Incorporated United States OC Oerlikon Switzerland 603 Systems Segment) Management AG
Aug 2018 MGG Service AG 100 Switzerland Kraftwerke Mainz- Germany Christoph Switzerland; - Wiesbaden AG Gebhardt; Bruno Switzerland Pianzola (Private investors)
Aug 2018 Hoegger AG 100 Switzerland Provisur United States - - - Technologies Inc
Aug 2018 Continental 100 Switzerland RUHAMA Finanz Switzerland Continental AG Germany - Automotive Holding AG Switzerland AG
Aug 2018 R. Wick AG 100 Switzerland JAG Jakob Ltd Switzerland - - -
92 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Aug 2018 WFT GmbH 70 Germany Staubli Switzerland - - - & Co. KG International AG
Aug 2018 BINS Industria de 100 Brazil Daetwyler Switzerland - - - Artefatos de Holding AG Borracha LTDA.
Sep 2018 Colag AG 100 Switzerland Constellation Capital Switzerland - - -
Sep 2018 Parco Inc. 100 United States Daetwyler Switzerland - - - Holding AG
Sep 2018 SECIL (dba - France Ciclad SAS France ABB Ltd Switzerland L’ébénoïd)
Sep 2018 ChipBLASTER Inc 100 United States LNS Grp Switzerland - - -
Sep 2018 Perspex Distribution 100 United Kingdom Schweiter Switzerland Lucite United 122 Ltd.; Lucite Technologies AG International Kingdom International Limited Limited (European cell cast acrylic Sheet and Composites business)
Sep 2018 Kraft & Bauer 100 Germany Deutsche Germany Invision Private Switzerland - Brandschutz- Beteiligungs AG Equity AG systeme GmbH
Oct 2018 Garrett Motion Inc. 100 Switzerland Honeywell United States Honeywell United States 1,304 International Inc. International Inc. (Shareholders)
Oct 2018 JSB Plast A/S 100 Denmark Gurit Holding AG Switzerland Verdane Capital Finland, 81 Advisors AS Norway, Sweden
Oct 2018 JOMOS 100 Switzerland VINCI Energies S.A. France Peter Kammer Switzerland - Brandschutz AG (Private Investor)
Oct 2018 Tecno Plast Group 100 Italy Soag Europe SA Switzerland - - -
Oct 2018 Artec Pulvérisation; 100 France Bucher Switzerland - - - Grunderco Industries AG
Oct 2018 Grunderco S.A 100 Switzerland Bucher Switzerland Grunderco S.A Switzerland - (Harvesting Import Landtechnik AG business)
Oct 2018 Luwa Air 100 Switzerland Nederman Sweden Gruenwald Germany 29 Engineering AG Holding AB Equity Management GmbH
Oct 2018 Mei Hui Machinery 80 China Phoenix Mecano AG Switzerland - - - Co. Ltd.
Oct 2018 Safe Cronite 100 Switzerland Ciclad SAS; Qualitas France; Spain; Safe Switzerland - Equity Partners; Switzerland; International Capital Switzerland S.A. Transmission SA; MBTradinvest AG
93 LIST OF TRANSACTIONS Industrial Markets
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Oct 2018 CCS Holding AG 100 Switzerland GPV Denmark Patrimonium Switzerland 121 International A/S Private Equity Advisors
Nov 2018 Preiswerk + Esser 100 Switzerland Stamm AG Switzerland - - - (undisclosed majority stake)
Nov 2018 Betelec SA - Switzerland Viteos SA Switzerland - - -
Nov 2018 Solaris Tram Sp. z 40 Poland Stadler Rail AG Switzerland Solaris Bus & Poland 17 o.o. Coach S.A.
Nov 2018 A. Steffen AG 100 Switzerland Kablan AG Switzerland Egon Heule; Switzerland - Elektrohandel Albert Stahelin; Fredy Steffen (Private Investors)
Nov 2018 Paerli Group SA - Switzerland Groupe E SA Switzerland - - -
Dec 2018 Rex Articoli 100 Switzerland Borflex France - - - Tecnici SA
Dec 2018 GF Casting 100 Germany Fondium B.V. Switzerland GF Casting Switzerland - Solutions (Iron & Co. KG Solutions AG casting plants located in Singen and Mettmann)
Dec 2018 Boes Group Gmbh - Germany Cross Equity Switzerland Boes family Germany - Partners AG (Private Investors)
Dec 2018 C. Huebner GmbH - Germany Patrimonium Private Switzerland - - - Equity Advisors
Dec 2018 ABB Ltd (Power 80 Switzerland Hitachi Ltd. Japan ABB Ltd Switzerland 9,400 Grids business)
Dec 2018 Arcon 100 Romania Sika AG Switzerland - - - Membrane Srl
Dec 2018 Maxwell 100 Switzerland Renaissance Switzerland Maxwell United States 70 Technologies SA Management SA Technologies Inc.
Dec 2018 Technosoft 100 Switzerland Shanghai Moons' China - - 32 Motion AG Electric Co. Ltd.
94 Clarity on Mergers & Acquisitions Pharmaceuticals & Life Sciences
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Oculis ehf - Switzerland A group of investors Switzerland; - - 20 (undisclosed stake) including Novartis Iceland Venture Funds and Silfurberg ehf
Jan 2018 Zentrum 51 Switzerland Tertianum AG Switzerland - - - Schoenberg AG
Jan 2018 Victorian 21 Australia AMP Capital Australia Partners Switzerland - Comprehensive Investors Limited Group AG Cancer Centre Pty Ltd
Jan 2018 Active Assistance 100 United Kingdom Montreux Capital Switzerland / August United - Limited Management United Kingdom Equity LLP Kingdom
Feb 2018 Flatiron Health Inc. 87 United States Roche Holding AG Switzerland A group of United States 1,900 investors including Stripes Group LLC
Feb 2018 Med Group Oy 100 Finland Cooperative Tradeka Switzerland; Adelis Equity Sweden - Corporation; Finland Partners AB Colosseum Dental Group
Mar 2018 GlaxoSmithKline 37 United Kingdom GlaxoSmithKline Plc United Kingdom Novartis AG Switzerland 13,039 Consumer Healthcare
Apr 2018 Simcro Limited 100 New Zealand Datamars SA Switzerland The Riverside United States - Company
Apr 2018 Rebiotix Inc. 100 United States Ferring International Switzerland - - - Center S.A.
Apr 2018 AveXis Inc. 100 United States Novartis AG Switzerland - - 8,700
Apr 2018 Baliopharm AG 100 Switzerland PROMETHERA Belgium - - - Biosciences S.A./N.V.
Apr 2018 Amann Girrbach AG - Austria Capvis Equity Switzerland TA Associates United States - (undisclosed Partners AG; Management majority stake) Partners Group AG L.P.
Apr 2018 Paracelsus-Kliniken 100 Germany Porterhouse Switzerland - - - Deutschland GmbH Group AG
Apr 2018 ACUTRONIC 100 Switzerland Vyaire Medical Inc United States - - - Medical Systems AG
Apr 2018 Imtmedical AG 100 Switzerland Vyaire Medical Inc United States - - -
May 2018 Genohm SA 100 Switzerland Agilent United States - - 40 Technologies Inc.
May 2018 Sandoz - Canada Avara United States Novartis Switzerland - Development Pharmaceutical Technical Center; Novartis Services Inc. Operations Technical (subisidary of Operations (Sterile Novartis) manufacturing facility)
95 LIST OF TRANSACTIONS Pharmaceuticals & Life Sciences
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jun 2018 Foundation 43 United States Roche Holding AG Switzerland - - 2,205 Medicine Inc.
Jun 2018 Micro-Mega SA; 100 France; Canada Coltene Holding AG Switzerland Sanavis Group Canada 208 SciCan Ltd.
Jul 2018 Createch 70 Spain Straumann Switzerland - - 14 Medical S.L. Holding AG
Jul 2018 DKSH Holding AG 100 China Warburg Pincus LLC United States DKSH Switzerland 101 (Healthcare Holding AG business in China)
Jul 2018 Sensile Medical AG 100 Switzerland Gerresheimer AG Germany - - 205
Jul 2018 Polares Medical - Switzerland A group of investors Switzerland - - 25 S.A. (undisclosed including Wellington majority stake) Partners Advisory AG and Endeavour Vision SA
Aug 2018 Lomapharm Rudolf 100 Germany Daicel Corporation Japan Unigestion SA; Switzerland; - Lohmann GmbH KG Deutsche Germany Unternehmens- beteiligungen AG
Aug 2018 NuGEN 100 United States Tecan Group Ltd Switzerland Pequot Capital United States 55 Technologies Inc. Management Inc; Sutter Hill Ventures; Band of Angels; Radius Ventures LLC
Sep 2018 Clinique Des 60 Switzerland Hirslanden Clinique Switzerland Philippe Glatz Switzerland 70 Grangettes SA La Colline SA (Private Investor)
Sep 2018 Sanvartis 100 Switzerland Careforce GmbH Germany - - - Group GmbH
Sep 2018 sanaplasma AG 100 Switzerland Shire Plc Ireland - - -
Sep 2018 Sandoz Inc. - United States Aurobindo Pharma United States Sandoz Inc. Switzerland - (Dermatology and USA Inc (subisidary of oral solids Novartis AG) businesses)
Sep 2018 Siloah AG 100 Switzerland Swiss Medical Switzerland Siloah AG Switzerland - (surgical activities) Network SA; AEVIS VICTORIA SA
Sep 2018 iQone Healthcare 100 Switzerland Clinigen Group Plc United Kingdom - - - Group
Sep 2018 Tusk 100 United Kingdom Roche Holding AG Switzerland DROIA SA Belgium 761 Therapeutics Ltd
Oct 2018 BIOPATH 100 France Unilabs SA Switzerland - - - Laboratoires; SFMTBio; Laboratoire De Biologie Medicale Polibio
96 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Oct 2018 GlyPharma 100 Canada Therachon Switzerland - - - Therapeutic Inc.
Oct 2018 Endocyte Inc. 100 United States Novartis AG Switzerland - - 1,937
Oct 2018 Inomed 100 Switzerland Initiative & Finance; Switzerland; - - - Technology SA Capital France Transmission SA
Oct 2018 Octane Biotech - United States Lonza AG Switzerland - - - (undisclosed majority stake)
Nov 2018 Comet (ebeam 100 United States Undisclosed bidder Undisclosed Comet AG Switzerland systems business)
Nov 2018 Roivant Sciences - Switzerland Group of investors United States; - - 200 including United States; NovaQuest Capital and others Management L.L.C. and RTW Investments L.P.
Nov 2018 Jecure 100 United States Genentech Inc. United States / Versant Venture United States - Therapeutics Inc. Switzerland Management LLC
Nov 2018 Topwell 100 Switzerland Medbase AG Switzerland - - - Apotheken AG
Nov 2018 Cliniodent Holding - Switzerland DentalPro Spa Italy - - - AG (undisclosed majority stake)
Dec 2018 Z-Systems AG 34 Switzerland Straumann Switzerland - - - Holding AG
Dec 2018 Tear Film 100 United States Alcon Inc Switzerland Visionary United States - Innovations Inc Venture Fund LLC; Bluestem Capital Co LLC
Dec 2018 CELLforCURE 100 France Novartis AG Switzerland Laboratoire France - Francais du Fractionnement et des Biotechnologies SA
Dec 2018 evitria AG 100 Switzerland Afinum Germany - - - Management GmbH; SHS Gesellschaft fur Beteiligungs- management mbH
97 LIST OF TRANSACTIONS Power & Utilities
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Borssele III 45 Netherlands Partners Group AG Switzerland Eneco Group; - 45 windfarm project; Van Oord nv; Borssele IV Diamond Generating Europe Limited
Jan 2018 Silicon Ranch 44 United States Royal Dutch United Kingdom / Partners Switzerland 193 Corporation Shell Plc Netherlands Group AG
Feb 2018 8point3 Energy 100 United States Capital Switzerland SunPower United States 1,655 Partners LP Dynamics AG Corporation; First Solar Inc.
Mar 2018 Alpiq InTec AG; 100 Switzerland; Bouygues France; United Alpiq Switzerland 899 Kraftanlagen Germany Construction S.A.; Kingdom Holding Ltd Muenchen GmbH Colas Rail Limited
Mar 2018 ABO Wind AG (13.2 - Ireland SUSI Partners AG Switzerland ABO Wind AG Germany - MW Cappawhite B project in Southern Ireland)
Mar 2018 Superior Pipeline 50 United States Partners Group AG; Switzerland; Unit Corporation United States 300 Company LLC OPSEU Pension Canada Trust
Jun 2018 RWE Energie SRL 100 Romania MET Romania Romania / innogy SE Germany - Romania Energy SA Switzerland (subsidiary of MET Holding AG)
Jul 2018 Tonstad Vindpark AS 80 Norway SUSI Partners AG Switzerland ENGIE SA France -
Aug 2018 ContourGlobal L.P. 49 Slovakia Credit Suisse Switzerland ContourGlobal United States 27 (35MW solar Energy L.P. energy portfolio in Infrastructure Slovakia) Partners AG
Aug 2018 ContourGlobal L.P. 49 Italy Credit Suisse Switzerland ContourGlobal United States 46 (65MW solar Energy L.P. energy portfolio in Infrastructure Italy) Partners AG
Sep 2018 Murra Warra Wind - Australia Partners Group AG Switzerland Macquarie Australia; 142 Farm Group Limited; United Renewable Kingdom Energy Systems Ltd.
Sep 2018 8minutenergy 100 United States Capital Switzerland 8minutenergy United States - Renewables LLC Dynamics AG Renewables LLC (Springbok 3 Solar facility & Storage facility)
Oct 2018 SolarArise India 100 India ThomasLloyd Group Switzerland - - - Projects Pvt Ltd
Oct 2018 Gold Energy- 100 Portugal Axpo Holding AG Switzerland Douro SGPS Portugal - Comercializadora De Energia S.A.
98 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Oct 2018 GE Energy Financial 50 United Kingdom Capital Switzerland GE Energy United States - Services Inc. Dynamics AG Financial (Whiteside Hill Services Inc. Wind Farm)
Nov 2018 E.ON SE (475 MW 80 Sweden Credit Suisse Switzerland E.ON SE Germany 455 Nysater wind farm) Energy Infrastructure Partners AG
Nov 2018 Nojsomheds Odde 100 Denmark SUSI Partners AG Switzerland European Wind Denmark - Wind Park ApS Farms Denmark A/S
Dec 2018 Centrale 100 France Romande Energie Switzerland Nexter France - Hydroelectrique De Holding SA Systems SA Bar SAS
Dec 2018 ContourGlobal Plc 49 Spain Credit Suisse Switzerland ContourGlobal United States 152 (250MW Energy L.P. Concentrated Solar Infrastructure Power facilities) Partners AG
Dec 2018 BCI CHERGANOVO 100 Bulgaria Hong Kong Jinming Hong Kong SAR H1 Venture Switzerland 9 EOOD Swiss Holding AG
99 LIST OF TRANSACTIONS Technology, Media & Telecommunications
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Acommit AG 100 Switzerland Bechtle AG Germany Martin Kung; Switzerland - Christoph Kleiner; Erich Wieser; Robert Zanzerl (Private Investors)
Jan 2018 Innofis 100 Spain CREALOGIX Switzerland - - - Holding AG
Jan 2018 Virtua Sa 100 Switzerland Smile Open Source France - - - Solutions
Jan 2018 Autoricardo.ch 50 Switzerland Axa Winterthur AG Switzerland Tamedia AG Switzerland -
Jan 2018 Addedo AG - Switzerland Talentia Software France - - -
Jan 2018 Rokid - China Credit Suisse Group Switzerland; - - 100 Corporation Ltd. AG; Temasek Singapore; (undisclosed stake) Holdings Pte. Ltd.; United States; IDG Capital; China CDIB Capital International Corp.
Jan 2018 Mengis Druck und - Switzerland Fredy Bayard Switzerland Mengis family Switzerland - Verlag AG (Private Investor) (undisclosed majority stake)
Jan 2018 SICAP Schweiz AG 100 Switzerland Volaris Group Inc. Canada Procult Switzerland - Consulting GmbH; Jan van Hemert (Private Investor); Thomas Vontz (Private Investor)
Jan 2018 Crypto AG - Switzerland Crypto Switzerland Crypto AG Switzerland - (International International AG busines)
Feb 2018 FileWave 100 Switzerland Armira Partners Germany - - - International GmbH & Co. KG Holding AG
Feb 2018 iSource AG 100 Switzerland EveryWare AG Switzerland - - -
Feb 2018 Interoute 100 United Kingdom GTT United States Sandoz Family Switzerland; 2,340 Communications Communications Foundation; United Limited Inc. Crestview States; Partners, LP; United Aleph Capital Kingdom Partners LLP
Feb 2018 ID Quantique SA - Switzerland SK Telecom Co. Ltd. South Korea - - 65 (undisclosed majority stake)
Feb 2018 ISPIN AG 100 Switzerland capiton AG Germany - - -
Feb 2018 Neo Media 51 Switzerland Tamedia AG Switzerland - - - Group SA
100 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Mar 2018 ASC Automotive 100 Germany Volaris Group Inc. Canada Esentica Switzerland - Solution Center AG Holding AG
Mar 2018 Strider 100 Brazil Syngenta Switzerland Monashees Brazil; Brazil; - Desenvolvimento International AG Capital; Barn United States de Software Ltda. Invest; Qualcomm Ventures
Mar 2018 Bruetsch 100 Switzerland Kontivia AG Switzerland Bruetsch Family Switzerland - Elektronik AG
Apr 2018 MEN Mikro 100 Germany duagon AG Switzerland HQ Equita Germany - Elektronik GmbH GmbH
Apr 2018 Admeira AG 33 Switzerland Swisscom AG; Switzerland SRG SSR Switzerland Ringier AG
Apr 2018 Siroop AG 50 Switzerland Coop Switzerland Swisscom AG Switzerland - Genossenschaft
Apr 2018 Basler Zeitung AG 100 Switzerland Tamedia AG Switzerland Christoph Switzerland - Blocher (Private Investor)
May 2018 Brainware 100 Switzerland Flexera United States - - - Solutions AG Software LLC
May 2018 Swiss4net 100 Switzerland Arcus Infrastructure United Kingdom - - - Holding AG Partners LLP
May 2018 GlobalLogic Inc. 48 United States Partners Group AG Switzerland Apax United - Partners LLP Kingdom
Jun 2018 Coresystems 100 Switzerland SAP (Schweiz/ Switzerland Investnet AG Switzerland - FSM AG Suisse) AG
Jun 2018 Expertcircle GmbH - Germany Swiss It Security AG Switzerland - - - (undisclosed majority stake)
Jun 2018 Interactive 100 France SOPHiA Switzerland - - - Biosoftware SAS GENETICS SA
Jun 2018 Smashing Ideas Inc 0 United States Luxoft Holding Inc Switzerland Random House United States - Inc
Jul 2018 Global Switch 25 United Kingdom Strategic IDC British Virgin Reuben Switzerland 2,765 Holdings Limited Limited Islands Brothers SA
Jul 2018 Axia NetMedia 100 Canada BCE Inc. Canada Partners Switzerland - Corporation Group AG
Jul 2018 Bexio AG 100 Switzerland Schweizerische Switzerland Swiss Life AG Switzerland 116 Mobiliar Versicherungs- gesellschaft AG
Jul 2018 ELAXY Business 80 Germany CREALOGIX Switzerland ELAXY GmbH Germany - Solution & Services Holding AG
Jul 2018 Sportradar AG 48 Switzerland Canada Pension Canada; United EQT Partners Netherlands 1,176 Plan Investment States AB; Board; Technology Inmonitor AS Crossover Ventures
101 LIST OF TRANSACTIONS Technology, Media & Telecommunications
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jul 2018 S.Now SA 100 Switzerland Forrester United States - - 14 Research Inc.
Jul 2018 Cisel 90 Switzerland Management Switzerland - - - Informatique SA Vehicle
Jul 2018 Skill & You 100 France Omnes Capital France A group of Switzerland - S.A.S.; Andera investors Partners including Capital Transmission SA
Jul 2018 DISS d.o.o. 100 Slovenia ALSO Holding AG Switzerland - - -
Jul 2018 BS PAYONE GmbH; 100 Switzerland PAYONE GmbH Switzerland Ingenico Group Germany - Ingenico Payment S.A.; Deutscher Services GmbH Sparkassen Verlag GmbH
Jul 2018 Scandit AG - Switzerland Group of investors United States - - 30 (undisclosed stake) led by Google Ventures
Jul 2018 Tiscali S.p.A. - Italy Fastweb S.p.A Italy / Tiscali S.p.A. Italy 129 (Fixed Wireless (Subsidiary of Switzerland Access business) Swisscom AG)
Jul 2018 Blue 100 United States Logitech Switzerland The Riverside United States 117 Microphones Inc. International SA Company
Jul 2018 PL 100 Germany Groupe Up France Redalpine Switzerland 23 Gutscheinsysteme Venture GmbH Partners AG
Jul 2018 ITS Overlap 100 France Getronics Switzerland ITS Group SA France - International
Aug 2018 Objective Software 100 Germany Luxoft Holding Inc. Switzerland - - - GmbH
Aug 2018 DXC Technology - United States Swiss Post Switzerland DXC Technology United States - Company (Business Solutions AG Company Process Services - Human Resources)
Aug 2018 Ruf Informatik AG 100 Switzerland Axians IT&T AG Switzerland The Ruf Group Switzerland -
Aug 2018 W&W Immo 100 Switzerland Vinci Energies SA France - - - Informatik AG
Aug 2018 Trackio 100 Switzerland Semtech Switzerland - - 8 International AG (International) AG
Aug 2018 Faseas NV/SA 100 Belgium Nemetschek SE Germany Jadeberg Switzerland; - Partners AG; PE Belgium Group NV
Sep 2018 Tineo AG 100 Switzerland Waterland Private Netherlands - - - Equity GmbH
Sep 2018 Data Connect AG 100 Switzerland TCPOS SA Switzerland - - -
Sep 2018 SubCom 100 Switzerland Cerberus Capital United States TE Connectivity Switzerland / 325 Management L.P. Ltd. United States
102 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Sep 2018 WayRay SA - Switzerland Porsche Automobil Various - - 80 (undisclosed Holdings SE, minority stake) Hyundai Motor Co, Alibaba Group Holding Co, China Merchants Capital, JVC KENWOOD Corp., and a Consortium of Sovereign Wealth Funds
Sep 2018 First Class & More 100 Germany ASMALLWORLD Switzerland - - 18 International GmbH AG
Oct 2018 digitalSTROM AG 100 Switzerland ONE Smart Belgium - - - Control NV
Oct 2018 Starhome BV 100 Switzerland Telarix Inc. United States Fortissimo Israel 100 Capital
Oct 2018 Comparex Group 100 Germany SoftwareONE AG Switzerland Raiffeisen Austria - Informatik GmbH
Oct 2018 acmeo GmbH 100 Germany Infinigate Switzerland - - - Holding AG
Oct 2018 Namics AG 100 Switzerland Dentsu Aegis United Kingdom - - - Network Limited
Nov 2018 Mister Mobile 30 Germany Philion SE Germany Mobilezone Switzerland -
Nov 2018 Joint Venture of JV Switzerland RUAG Holding AG; Switzerland; - - - RUAG and Elbit Elbit Systems Ltd Israel Systems
Dec 2018 SDH Holding SA; 70; 70 Switzerland Xiamen China Seydoux Laurent Switzerland 36 SDATAWAY SA Intretech Inc. Marcel André; Savioz Patrick Emmanuel; Abdo Samer
Dec 2018 Avoka Technologies 100 Australia Temenos Group AG Switzerland - - 245 Pty Ltd.
Dec 2018 XELOG AG 100 Switzerland DRS Investment Germany - - - GmbH
Dec 2018 Swisscom 31 Switzerland Swisscom AG Switzerland Tamedia AG Switzerland 222 Directories AG
Dec 2018 RECRO d.d. 100 Croatia ALSO Holding AG Switzerland - - -
Dec 2018 QuoVadis Ltd. 100 Switzerland DigiCert Inc. United States WISeKey Switzerland 45 International Holding Ltd.
103 LIST OF TRANSACTIONS Other Industries
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jan 2018 Belair Airlines AG 100 Switzerland sbc Germany - - - Restrukturierung & Investments AG
Jan 2018 Paul Leimgruber AG 100 Switzerland Planzer Transport AG Switzerland - - -
Jan 2018 Swedtrac 100 Sweden Stadler Rail AG Switzerland Knorr-Bremse Sweden - RailServices AB Nordic Rail Services AB
Jan 2018 Gondrand AG 100 Switzerland NTG Nordic A/S Denmark - - -
Jan 2018 Trimco International 100 Hong Kong SAR Affinity Equity Hong Kong SAR Princess Private Switzerland 520 Holdings Limited Partners Ltd. Equity Holding Limited (Fund of Partners Group AG)
Jan 2018 Haxxon AG 100 Switzerland Maricann Group Inc Canada - - 16
Jan 2018 Mobly 100 Belgium Baloise Holding AG Switzerland - -
Jan 2018 Jermann Ingenieure 100 Switzerland BKW Energie AG Switzerland - - + Geometer AG
Feb 2018 POSCOM Ferien 100 Switzerland Sami al-Angari Saudi Arabia - - 62 Holding AG (Private Investor)
Feb 2018 BGM Policy - India LGT Impact Switzerland; - - 14 Innovations Private Ventures; Michael & United States; Limited Susan Dell India (undisclosed stake) Foundation; Aspada Investment Advisors
Feb 2018 PROHOGA GmbH 90 Germany Rieker Holding AG Switzerland - - - & Co. KG
Feb 2018 Vettery Inc. 100 United States Adecco SA Switzerland A group of United States 100 investors including FJ Labs
Mar 2018 Goodminton AG - Germany Fonterra Switzerland - - 27 (undisclosed stake) Co-operative Group Ltd; BrainsToVentures AG; Ringier Digital Ventures
Mar 2018 Prisma Impianti - Italy Eisvogel Group AG Switzerland - - - S.p.A.
Mar 2018 Priora AG 100 Switzerland Eiffage SA France - - -
Mar 2018 Sand AG Neuheim 100 Switzerland KIBAG Holding AG Switzerland Guido Switzerland - Mettenleiter (Private Investor)
Mar 2018 O. Kuettel AG 100 Switzerland Glamox AS Norway Regent Switzerland - Beleuchtungs- korper AG
Mar 2018 Travel Charme 100 Switzerland Hirmer Gruppe Germany - - - Hotels & Resorts AG
104 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Mar 2018 dmb SA 100 Switzerland Groupe Orllati SA Switzerland Claude Arnold; Switzerland - Stefan Muller; Joaquim Barroso (Private Investors)
Mar 2018 HKA Hanseatische 100 Germany Arundel AG Switzerland - - - Kapitalverwaltung
Mar 2018 IMMAC Holding AG 100 Germany Arundel AG Switzerland - - -
Apr 2018 The Royal County 100 United Kingdom James Purdey and Switzerland Alexander Chile - Of Berkshire Sons Limited Newman Shooting Group (subsidiary of (Private Investor) Limited Compagnie Financiere Richemont S.A.)
Apr 2018 Hawker Pacific 100 Australia Jet Aviation Switzerland SEACOR United States 250 Pty Ltd Management AG Holdings Inc.; Britton Hill Partners LLC
Apr 2018 Club Adriatic d.o.o. 100 Croatia Immo Invest Switzerland - - 9 Partner AG
Apr 2018 General Assembly 100 United States Adecco SA Switzerland A Group of United States 413 Space Inc. investors including Queensbridge Venture Partners LLC
Apr 2018 Nova Property 75 Switzerland Private Investors Switzerland - - - Management AG
Apr 2018 CEVA Logistics AG 25 Switzerland CMA CGM SA France - - 463
Apr 2018 Movenpick Hotels & 100 Switzerland Accor SA France Moevenpick Switzerland; 566 Resorts Group; Kingdom Saudi Arabia Management AG Holding Company
May 2018 Al-Shaheen 50 Qatar Weatherford Switzerland Al-Shaheen Qatar 87 Weatherford Co. International Plc Holding Limited
May 2018 ERS Railways B.V 100 Netherlands Hupac SA Switzerland Genesee & United States 12 Wyoming Inc.
May 2018 Weatherford - Canada Undisclosed bidder Switzerland Weatherford Switzerland 25 International plc International Plc (sucker rod service business)
May 2018 Tru-Test Group 100 New Zealand Datamars SA Switzerland - - -
May 2018 BID Unternehmens- 100 Germany Obermark AG Switzerland Bittermann Germany - gruppe Family
May 2018 Equatex AG 100 Switzerland Computershare Australia Montagu Private United 419 Limited Equity LLP Kingdom
May 2018 Andermatt Swiss - Switzerland Taurus Switzerland SOSTNT Luxembourg 50 (Property Portfolio) Andermatt Ag Luxembourg Sarl
105 LIST OF TRANSACTIONS Other Industries
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
May 2018 Baechle 100 Germany Swiss Post Ltd Switzerland - - - Logistics GmbH
May 2018 Priora FM SA 100 Switzerland ENGIE Services AG Switzerland Priora AG Switzerland -
May 2018 Goodwall SA - Switzerland Randstad Holding Netherlands; - - 11 (undisclosed stake) NV; Zuercher Switzerland; Kantonalbank AG; Switzerland; Verve Capital Switzerland; Partners AG; Switzerland Manixer Sàrl; Francis Clivaz (Private investor)
Jun 2018 Xbau AG 100 Switzerland Roth Geruste AG Switzerland - - -
Jun 2018 Swiss Education 100 Switzerland Summer Capital Hong Kong SAR Invision Private Switzerland - Group Limited Equity AG
Jun 2018 Immobilien- 100 Switzerland Mobimo Holding AG Switzerland - - 367 gesellschaft Fadmatt AG
Jun 2018 Beos AG 100 Germany Swiss Life AG Switzerland - - -
Jun 2018 NicLen GmbH - Germany Invision Private Switzerland Bodo Valasik - - Equity AG (Private investor)
Jun 2018 DistriWan 100 France ALSO Holding AG Switzerland - - -
Jul 2018 POLYTRA NV 100 Belgium Fracht AG Switzerland - - -
Jul 2018 Tarrant Concrete 100 United States LafargeHolcim Ltd Switzerland - - - Company Inc.
Jul 2018 Asag Auto-Service 100 Switzerland AMAG Group AG Switzerland Fritz Meyer Switzerland - AG Holding AG
Jul 2018 Lafarge Holcim 100 France Colas SA France Lafarge Holcim Switzerland - Granulats Ouest Granulats Ouest (igneous aggregates (subsidiary of and trading LafargeHolcim businesses) Ltd)
Jul 2018 Weatherford 100 Algeria ADES International UAE Weatherford Switzerland 288 International plc Holding Ltd. International plc (Land drilling rig operations in Algeria, Kuwait, Saudi Arabia and Iraq)
Jul 2018 Climaplan GmbH 100 Germany BKW Energie AG Switzerland Frank Hager Germany - (Private Investor)
Jul 2018 VTG AG 71 Germany Morgan Stanley United States Kuehne Holding Switzerland 3,245 Infrastructure Inc. AG
Jul 2018 Copytrend 100 Switzerland Helvetica Capital AG Switzerland Afinum Germany - Holding AG Management GmbH
Jul 2018 Undisclosed 100 Switzerland Helvetica Property Switzerland - - 123 Property Portfolio Investors
106 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Jul 2018 Telelingua 100 Switzerland Technicis Technology France Boucau Family Belgium - International S.A./N.V.
Jul 2018 Beeline 100 United States New Mountain United States Adecco SA; Switzerland; - Capital LLC GTCR LLC United States
Jul 2018 Rapid Autoglas AG; 100 Switzerland Roady France - - 13 American Car Wash; Rapid Pare-Brise
Aug 2018 Metro Mix LLC 100 United States LafargeHolcim Ltd Switzerland - - -
Aug 2018 Panatlantic Logistics - Ecuador Kuehne + Nagel Switzerland - - - Sa - perishables International business
Aug 2018 Favoris Holding AG 100 Switzerland Academia Group Switzerland - - - Switzerland AG
Aug 2018 NACCO (European - United States Wascosa AG; Aves Switzerland; CIT Group United States - rail leasing business One AG Germany of CIT Group)
Aug 2018 Perconex GmbH - Germany Kieger AG Switzerland - - -
Aug 2018 The Curtain Hotel & 100 United Kingdom Reuben Brothers SA Switzerland - - - Members
Aug 2018 Rohner AG - Switzerland HIAG Immobilien Switzerland - - - (RohnerChem Holding AG Property)
Aug 2018 Flight Plan LLC 100 United States Garmin Ltd Switzerland - - -
Aug 2018 Sanvartis GmbH 100 Germany Careforce GmbH Germany Vendus Sales & Switzerland; - Communication Germany Group GmbH; Evodia GmbH
Aug 2018 Advitec Holding AG 100 Switzerland Oel-Pool AG Switzerland Adrian Grisard Switzerland - (Private Investor)
Aug 2018 HeadFirst Source 95 Netherlands ruvercap Switzerland Value8 N.V. Netherlands 41 Group NV investment AG
Aug 2018 Widder Hotel AG 100 Switzerland IHAG Holding AG Switzerland UBS AG Switzerland -
Sep 2018 Cognita Schools 100 United Kingdom Jacobs Holding AG Switzerland Kohlberg Kravis United 2,578 Limited Roberts & Co. Kingdom; L.P.; Bregal Germany Investments LLP
Sep 2018 CSL Immobilien AG 70 Switzerland Migros Bank AG Switzerland - - -
Sep 2018 Ocean Rig UDW 100 Cayman Islands Transocean Ltd Switzerland - - 2,587 Inc.
Sep 2018 Shiva Analyticals 100 India Cotecna Switzerland - - - (India) Pvt Inspection SA
Sep 2018 Inretis Holding AG 100 Switzerland Poenina Holding AG Switzerland - - 72
Sep 2018 MeteoGroup 100 United Kingdom TBG AG Switzerland General Atlantic United States - Limited Service Company L.P.
107 LIST OF TRANSACTIONS Other Industries
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Oct 2018 Wira Logistics 100 Indonesia Kuehne und Nagel Switzerland - - - (logistics operations International AG business)
Oct 2018 basefit.ch AG 100 Switzerland Fitness World A/S Denmark Verium AG Switzerland -
Oct 2018 Fonciere Vesta 80 France A group of investors Switzerland SNCF Group France 1,621 including Swiss Life Asset Management AG
Oct 2018 Variosystems AG 100 Switzerland Capvis Equity Switzerland Peter Ermish Switzerland - Partners AG (Private Investor)
Oct 2018 Quickmail AG 100 Switzerland Verium AG Switzerland MS Direct AG Switzerland -
Oct 2018 Weatherford - United States CSL Capital Switzerland Weatherford Switzerland 205 International plc Management LLC International Plc (Laboratory Services Business)
Oct 2018 Let's Go Fitness 100 Switzerland Naxicap Partners SA France Afinum Germany - Group Management GmbH
Oct 2018 CMA-CGM SA - France CEVA Logistics AG Switzerland CMA-CGM SA France 105 (Freight management business)
Oct 2018 emutec GmbH; IHB 100 Germany; BKW AG Switzerland - - - GmbH; Germany; Ingenieurbüro Prof. Germany; Dr.-Ing. Vogt Austria Planungs- gesellschaft mbH; IKK Engineering GmbH
Oct 2018 Seri-Deco Oy 100 Finland Spandex Group Switzerland - - -
Oct 2018 Tempo 30 Brazil Swiss Re Direct Switzerland The Carlyle United States - Participacoes SA Investment Co. Ltd. Group; Jose Bonchristiano (Private Investor); Dimas de Camargo Filho (Private Investor)
Nov 2018 SSN GROUP AG 93 Switzerland CONSUS Real Germany - - 1,027 Estate AG
Nov 2018 Aurelis-Laetitia - Germany Swiss Life Asset Switzerland Aurelis Real Germany - Portfolio Management AG Estate
Nov 2018 IFEC Ingegneria 100 Switzerland AF AB Sweden - - -
Nov 2018 PT Holcim 81 Indonesia Semen Indonesia Indonesia LafargeHolcim Switzerland 1,750 Indonesia Tbk Ltd
Nov 2018 PmS 100 France Management team Switzerland Addeco SA Switzerland - Medicalisation (led by Philippe S.A.S Borel)
108 Clarity on Mergers & Acquisitions
Announced Target Bidder Seller Value date Target Stake country Bidder country Seller country (USDm)
Nov 2018 Sinwa SS Pte. Ltd.; 100 Singapore; Banque SYZ SA Switzerland Sinwa Limited Singapore 54 Seafirst Marine Australia; Services Pte. Ltd.; Singapore; Hong Sinwa Offshore Pte. Kong SAR; Ltd.; Sinwa Ship Singapore; Supply (HK) Pte. Singapore Ltd.; Windsor Marine Pte. Ltd.; Sinwa Australia Pty Ltd.
Nov 2018 Novartis AG - - Switzerland G+E GETEC Holding Germany Novartis AG Switzerland - Schweizerhalle Site GmbH
Nov 2018 Infrapark 100 Switzerland G+E GETEC Holding Germany Clariant AG Switzerland - Baselland AG GmbH
Nov 2018 Quick International 100 United States Kuehne & Nagel Switzerland The Jordan United States - Courier Inc. International AG Company L.P.
Nov 2018 Finass Reisen AG 100 Switzerland Hotelplan Switzerland - - - Holding AG
Nov 2018 CEVA Logistics AG Up to Switzerland CMA-CGM SA France - - 2,332 67
Nov 2018 LOGworks GmbH 51 Germany Adecco SA Switzerland LGI Logistics Germany - Group International GmbH
Dec 2018 Weatherford - Saudi Arabia ADES International UAE Weatherford Switzerland 93 (Precision Drilling Holding Ltd International plc Services Saudi Arabia)
Dec 2018 Chain Link 100 United States Franke Foodservice Switzerland - - - Services LP Systems
Dec 2018 Swiss Holiday 100 Switzerland Schweizer Switzerland Walter Trosch Switzerland - Park AG Reisekasse (Reka) (Private Investor) Genossenschaft
Dec 2018 VAFC Valenciennes 68 Spain III Sport Invest SA Switzerland Les Diables France 10 Sport Develop Rouges ACS
Dec 2018 La Foncière de la 83 Switzerland mjd Switzerland Investis Switzerland Dixence SA Développement SA Holding SA
Dec 2018 Weatherford - Switzerland Excellence United Kingdom Weatherford Switzerland 50 International Logging Ltd. International Plc (surface data logging business)
Dec 2018 Hestia 100 Switzerland Swissroc Capital Switzerland VERTICAL Switzerland - Constructions SA Holding SA HOLDING SA
Dec 2018 Sunweb Group B.V. 100 Switzerland Triton Advisers Germany - - - Limited
Dec 2018 Beaver Hotels 100 United Kingdom Posthotel Holiday Switzerland Alexander Lis; United 13 Limited Villa Arosa Aurelian Jan Kingdom Alexander Lis; Jan Joseph Lis (Private Investors)
Dec 2018 Zahnaerztekasse 100 Switzerland BAWAG Group AG Austria Otto GmbH & Germany AG Co KG
109 TOMBSTONES We thank all our clients for their trust
Archer Daniels Midland Stripes Group Firmenich Company KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory advised Stripes Group on its acquisition advised Firmenich on its acquisition provided Archer Daniels Midland Company of a minority share in ON Running of Natural Flavors, Inc. with fi nancial (ADM) fi nancial and tax due diligence with fi nancial and tax due diligence. and tax due diligence. services on its soybean processing joint venture with Cargill in Egypt.
January 2018 January 2018 February 2018
110 Clarity on Mergers & Acquisitions
Brugg Kabel AG Swissport International Ltd Bucherer AG
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory advised Brugg Kabel AG as sole fi nancial advised Swissport International Ltd on its advised Bucherer AG as fi nancial advisor advisor on the disposal of its Fiber Optics acquisition of Air Services ANZ Pty Ltd with and fi nancial and tax due diligence provider Systems business unit to Solifos AG in an fi nancial and HR due diligence. on the acquisition of Tourneau LLC. MBO backed by HVD Partners.
March 2018 March 2018 April 2018
Precicast Industrial SA Bell Food Group AG Woodward Inc.
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory acted as fi nancial advisor to Precicast advised Bell Food Group AG on its acquisition advised Woodward Inc. on its acquisition Industrial SA on the disposal of the company of Hügli Holding Aktiengesellschaft, in of L’ORANGE GmbH with fi nancial to GF Automotive, a division particular related to legal, fi nancial, tax, and tax due diligence and separation. of Georg Fischer AG. real estate and IT due diligence, SPA, public tender, capital increase by way of a rights offering as well as delisting and cancellation of the remaining shares.
April 2018 June 2018 June 2018
ASIC Robotics AG Assa Abloy Oras Oy
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory acted as sole M&A lead advisor to the advised Assa Abloy on its acquisition The KPMG Legal, Tax and Deal Advisory shareholders of ASIC Robotics AG on the sale of Planet GDZ with fi nancial, tax and pension teams in Switzerland and Finland advised of the company to Paragon Partners due diligence. Oras Oy on the acquisition of a majority stake and re-investors. in Amphiro AG.
July 2018 July 2018 July 2018
111 TOMBSTONES
Sika AG Union Bancaire Privée Firmenich
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory advised Sika AG on its acquisition of Polypag provided fi nancial and tax due diligence advised Firmenich on its acquisition with fi nancial and tax due diligence. services to Union Bancaire Privée in of Campus Srl with fi nancial, tax due diligence connection with its acquisition of ACPI and SPA support. Investment Ltd, London and ACPI IM Limited in Jersey.
July 2018 July 2018 August 2018
Barry Callebaut Charles Vögele Maus Frères
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory advised Barry Callebaut on its acquisition acted as sole M&A lead advisor to the supported Maus Frères on its disposal of Inforum Prom Ltd with fi nancial, tax and bankruptcy administration of Sempione of Accarda AG to Aduno through fi nancial and HR due diligence, as well as SPA advice Fashion AG (in Liquidation) on the disposal tax vendor assistance. and tax structuring services. of Charles Vögele Austria, Hungary and Slovenia to GA Europe.
September 2018 September 2018 September 2018
Nomura Holdings, Inc. Sandoz Inc. Swiss Life International
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory provided fi nancial and tax due diligence supported Sandoz Inc. on its disposal of its advised Swiss Life International on its services to Nomura Holdings, Inc. in US dermatology business and generic US oral acquisition of Fincentrum Group and its connection with its acquisition of a 40 percent solids portfolio to Aurobindo Pharma Us Inc. subsidiaries with buy-side due diligence and stake in Julius Baer Wealth Management Ltd. with vendor assistance services. SPA support.
September 2018 September 2018 September 2018
112 Clarity on Mergers & Acquisitions
digitalSTROM AG Dog˘us¸ Otomotiv Banca Generali Spa
KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory acted as sole M&A lead advisor to the advised Dog˘us¸ Otomotiv Servis Ve Ticaret provided fi nancial, tax and regulatory & legal shareholders of digitalSTROM AG on the A.S. on the sale of all shares in D-Auto Suisse due diligence services to Banca Generali Spa merger with ONE Smart Control. SA. KPMG’s legal and tax services included in connection with its acquisition of Valeur structuring support and support in drafting Fiduciaria SA. and negotiating transaction documents.
October 2018 November 2018 December 2018
International Industrial fashion retailer conglomerate
Strategic, Financial Strategic and KADI AG and Turnaround Advisor Financial Advisor KPMG Deal Advisory KPMG Deal Advisory KPMG Deal Advisory acted as sole M&A lead advisor acted as a comprehensive restructuring advised a large industrial conglomerate on an to Paragon Partners on the sale of KADI AG and turnaround advisor for an international acquisition of a company with low profi tability to Invision and Management. fashion retailer. Furthermore, KPMG and multiple legal entities worldwide. supported in the design and implementation KPMG identifi ed and quantifi ed the of a controlled wind-down of business restructuring potential of the target and activities under a debt moratorium procedure performed a synergy assessment related to (“Nachlassstundung”). the potential post-merger integration into the group.
December 2018 2017 / 2018 2018
General contracting Industrial company manufacturer
Stakeholder Advisory Turnaround Advisor
KPMG Deal Advisory KPMG Deal Advisory provided stakeholder advisory to a Swiss reviewed strategic options of a loss-making insurance company and was mandated industrial manufacturer, advised and to analyze the fi nancial situation of a coordinated the elaboration of strategic commissioned general contracting company. options, prepared a comprehensive business KPMG analyzed the liquidity status/forecast, & fi nancial model, coordinated the turnaround the fi nancial position and earnings situation plan preparation, led the PMO activities and and advised its client regarding the way advised steering committee and management forward and negotiations. during the implementation phase.
2018 2018
113 METHODOLOGY Methodology
This study is based on the Mergermarket, Capital IQ, Thomson One and KPMG databases, focusing on deals announced in 2018 but also providing historical data drawn from previous editions of the Clarity on Mergers & Acquisitions (formerly M&A Yearbook).
The consideration of individual transactions and their allocation to specific industry segments are • Deals are included where the deal value is based on our judgment and are thus subjective. equal to or greater than the equivalent of We have not been able to extensively verify all USD 7 million data and cannot be held responsible for the • Value data provided in the various charts absolute accuracy and completeness thereof. represent the aggregate value of the deals Analysis of different data sources and data sets for which a value was stated. Please note may yield deviating results. Historical data may that values are disclosed for approximately differ from earlier editions of this Clarity on 50 percent of all deals Mergers & Acquisitions as databases are updated • Where no deal value was disclosed, deals retroactively for lapsed deals or for transactions are included if the turnover of the target is that were not made public at that given time; we equal to or greater than the equivalent of have also aligned some of the selection USD 14 million parameters and industry segmentation more • Deals are included where a stake of closely to those applied by the above mentioned 30 percent or more has been acquired in databases, which can also lead to differences in the target. If the stake acquired is less historical data representation. The following notes than 30 percent, the deal is included if the pertain to data contained in this publication. value is equal to or exceeds the equivalent of USD 140 million • Deals are included in their respective industry section based on the industry of the target business • All deals included have been announced but may not necessarily have closed • Activities excluded from the data include restructurings where ultimate shareholders’ interests are not affected
114 On the right path?
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