M&A Yearbook 2013

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M&A Yearbook 2013 M&A Yearbook 2013 Edition KPMG’s overview of mergers and acquisitions in Switzerland in 2012 and outlook for 2013 2 | M&A Yearbook – 2013 Edition Caveat This study is based on the University of St. Gallen’s M&A DATABASE and KPMG desktop research, focusing on deals announced in 2012 but also providing historical data drawn from previous editions of the Yearbook. The consideration of individual transactions and their allocation to specific industry segments are based on our judgment and are thus subjective. We have not been able to extensively verify all data and cannot be held responsible for the absolute accuracy and completeness thereof. Analysis of different data sources and data sets may yield deviating results. Historical data may differ from earlier editions of this Yearbook as databases are updated retroactively for lapsed deals or for transactions that were not made public at that given time; we have also aligned some of the selection parameters and industry segmentation more closely to those applied by the M&A DATABASE, which can also lead to differences in historical data representation. The following notes pertain to data contained in this M&A Yearbook: • Deals are included where the deal value is equal to or greater than the equivalent of USD 7 million • Value data provided in the various charts represents the aggregate value of the deals for which a value was stated. Please note that values are disclosed for approximately 50% of all deals • Where no deal value was disclosed, deals are included if the turnover of the target is equal to or greater than the equivalent of USD 14 million • Deals are included where a stake of greater than 30% has been acquired in the target. If the stake acquired is less than 30%, the deal is included if the value is equal to or exceeds the equivalent of USD 140 million • Deals are included in their respective industry sections 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 The M&A REVIEW and the M&A DATABASE are two valuable sources of merger & acquisition information from the Institute of Management at the University of St. Gallen. The M&A REVIEW is a professional monthly journal founded in 1990 by Prof. Günter Müller-Stewens and deals with company takeovers and mergers, divestments and strategic alliances in Germany, Austria and Switzerland. The M&A REVIEW has two parts. The first part contains articles from M&A experts. These articles cover a wide range of M&A topics such as Strategy & Visions, Law & Taxes, Valuation & Capital Markets and Industry Specials. In addition, reviews of M&A developments in Switzerland, Austria and worldwide appear regularly. The second part of the M&A REVIEW systematically tracks M&A transactions in 18 sectors, from Energy to Automotive and from Financial Services to Media. The transactions are summarized by sector experts of the University of St. Gallen. The M&A DATABASE contains more than 70,000 transactions in Germany, Austria and Switzerland since 1985. For each deal data about the buyer, the seller and the target (such as sales and number of employees) is recorded. Additional data about the transactions (size of the investment, purchase price, direction of the transaction, type) is provided. For a better analysis and for the building of sector statistics the University of St. Gallen uses an own industry code parallel to the NACE code. Impressum Sources of the M&A DATABASE are press Designed and produced by KPMG AG, Switzerland reports, which are screened and entered into Publication name: M&A Yearbook – 2013 Edition the database on a daily basis. Contacts with Publication date: January 2013 financial investors and companies allow the Order number: E-KP049-G2 database to be completed. [email protected] M&A Yearbook – 2013 Edition | 3 Contents M&A Yearbook – 2013 Edition KPMG’s overview of mergers & acquisitions in Switzerland in 2012 and outlook for 2013 Overview Page Number Introduction 5 M&A Market Press Headlines 6 Deal Trends / Executive Summary 8 Industry Tables 14 Industries Chemicals 16 Commodities 18 Consumer Markets 20 Financial Services 22 Industrial Markets 24 Pharmaceuticals & Life Sciences 26 Power & Utilities 28 Private Equity 30 Technology, Media & Telecommunications 32 Other Industries 34 Focus Topics Hot property: Opportunities and risks in Swiss Real Estate 36 Evolve or dissolve: M&A in a world of change 38 Appendix List of 2012 Swiss M&A Transactions 41 M&A Group 58 Tombstones 60 Impressum Designed and produced by KPMG AG, Switzerland Publication name: M&A Yearbook – 2013 Edition Publication date: January 2013 Order number: E-KP049-G2 [email protected] M&A Yearbook – 2013 Edition | 5 Introduction: Ready for action In these times of great uncertainty and rapid change, we all recognize the need for successful businesses to remain innovative and to keep evolving. Fortunately, Switzerland continues to attract world-class talent from around the globe, with immigration of well-educated workers complementing domestic skills and expertise and helping to keep Switzerland at the cutting edge of technology and ingenuity. As the high growth markets of Asia, Africa and Latin America beckon, there is Stefan Pfister literally a world of opportunity for Swiss firms of all sizes and sectors. Except for the Partner, Head of Advisory largest few, many have only just begun to actively move into these markets in a T: +41 58 249 54 16 capacity other than export-based. Yet such a transition is key if operating models are E: [email protected] to keep pace with global trends and our businesses are to remain sustainable for the longer-term. While much of the West remains pre-occupied with austerity, we have seen a number of home-grown Swiss businesses expand and transform into truly global players through a series of eye-catching acquisitions, supported by strategic divestments and healthy organic growth. This, our 7th annual review of Swiss Mergers & Acquisitions, charts the stories behind some of Swiss industry’s dramatic success in 2012 and prospects for 2013, focusing on our expectations for the year ahead. With Swiss firms showing no sign of slowing down in their ambitions, this year looks as though it will be as exciting as any I can recall. With few exceptions, Swiss industry is truly in good shape and ready to seize the challenges and opportunities ahead. Stefan Pfister Partner, Head of Advisory, Switzerland M&A Market Press Headlines L’AGEFI, 30.03.2012 Spring is back for M&A Even after making investments and distributing dividends, the 1,000 top non-financial businesses in the world are still sitting on roughly US$3.5 billion in cash, according to Bloomberg’s statistics. Balser Zeitung, 30.08.2012 Little Switzerland is buying big All in all, direct investments by Swiss firms abroad are making a significant contribution to the success of the national economy. M&A Yearbook – 2013 Edition | 7 Finanz und Wirtschaft, 02.03.2012 No “business as usual” in M&A Reports of mergers and acquisitions are suddenly becoming more frequent again … Budgets and business plans must be drawn up based on principles that contain considerable uncertainties and risks. Finanz und Wirtschaft, 24.11.2012 Benckiser’s takeover offer of M&A fever in the chemicalUS$1.4 billion … Glencore and sector Xstrata have progressed further BASF has made an offer of with their merger after receiving EUR664 million to purchase a green light from the EU the Norwegian pharmaceutical Competition Commission. group Pronova. The Board of Directors at Schiff Nutrition has already recommended the acceptance of Reckitt Swiss companies are investing in young growth markets like Vietnam, Indonesia and Mexico – Switzerland is SonntagsZeitung, 18.11.2012 becoming a preferred long-term production location for Swiss industry is under pressureefficient specialists. The high national debt is burdening the economy – a situation that will not improve in the medium term. The export-oriented Swiss industry is therefore reorganizing itself, with a view to exploring new growth markets. NZZ, 22.03.2012 Companies in a buying mood In the financial sector they financing to case-specific think it is possible that the long- flat rates and the general cost awaited consolidation is gaining pressure on several companies momentum, particularly among could give rise to ’forward Finanz und Wirtschaft, 08.11.2012 the private banks … with regard strategies’ with the aim of to the health sector, they point expansion or displacement. Latent merger fever out that the change in hospital The mergers and acquisitions business is languishing. Nevertheless, the persistently optimistic M&A bankers are seeing signs of a change in the trend, because companies have plenty of liquid assets and financing costs are low. Deal Trends / Summary Executive Summary Bucking the trend of most of its Eurozone neighbors, the Swiss economy is putting in a strong performance given volatilities in its primary export markets. Thanks to a robust domestic economy and healthy demand for recognized quality products, even the strong Swiss Franc does not quite spell disaster. Demographics play their part. A steady flow of immigration (around 75,000 in 2012) feeds Swiss industry, with well-educated people attracted by opportunities at some of the world’s leading companies. Indeed, the pool of prospective global employers Patrik Kerler is expanding. While Switzerland has historically been known for exciting roles at its Partner, Head of M&A banks, commodities trading is a sector fast emerging as a provider of tremendous T: +41 58 249 42 02 opportunity to gain global experience in a world-class environment.
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