S • E S • E • C • A • C Swiss PrivateEquity &CorporateFinanceAssociation • A 9 0 20 ook b r a e Y CA SE A • SECA Yearbook 2009 C • E • S 630 P G SECA o r a st 4 fen f ac Z u a h4 g uw 332 eg 1 0 SECA Grafenauweg 10 f r a Postfach4332 nkie B i tt CH-6304Zug e r en www.seca.ch S •� E •� CC •� AA SSwwiissss PPrriivvaateteEEqquuityity &C&CoorprpoorraateteFFiinnaanncceeAAssssoociciaatitioonn SECAYearbOOk2009 S •� E •� CC •� AA SSwwiissss PPrriivvaateteEEqquuityity &C&CoorprpoorraateteFFiinnaanncceeAAssssoociciaatitioonn I. Report from the President 3 II. SECA, Switzerlandand Private Equity 11 III. Chaptersand Working Groups 27 Reporting Seed Money &VentureCapital 28 Reporting PrivateEquity 60 ReportingCorporateFinance 104 Reporting Legal &Tax 125 IV.Events and TrendLuncheons 141 V. Financial &Audit Report153 VI. Membership Reporting 157 FullMembers 159 AssociateMembers 301 Individual Members 361 VII. Articles of Associations 365 VIII. Model Documentation 369 SwissLimited Partnership 370 TermSheet für BusinessAngels undVentureCapitalists386 IX.Code of Conductfor Private Equity Investments 401 X. Code of Conduct for Corporate FinanceProfessionals 427 XI. National Associations 429 XII. Index of Persons 437 Printrun:2,000examples Publisher: SECA Swiss PrivateEquity&CorporateFinance Association, 6304Zug,Switzerland Conception: MauricePedergnana ([email protected]) Editor-in-chief: Philipp Dialer ([email protected]) Support: AndreaVilliger ([email protected]) Production: Speck Print AG, 6342 Baar, Switzerland (www.speck-print.ch) Picturescredits: www.pixelio.de, www.yotophoto.com 2 2 S � E � C � A Swiss Private Equity &Corporate FinanceAssociation Reportfrom thePresident I. S •� E •� CC •� AA SSwwiissss PPrriivvaateteEEqquuityity &C&CoorprpoorraateteFFiinnaanncceeAAssssoociciaatitioonn Report fromthe SECA Chairman Dear Membersand Readers In 2008, theSECA Board and Management continued its efforts to foster the interests of ourindustryin Switzerland andtocomplete theyear-long process started in 2001totransformSECAfromalooselyorganized club into arespected institution (vom Club zur Institution). Highlights 2008/09were theintroductionof professionallystructured succession planning rulesand processesand the developmentofaSECA Management Handbook. We consider the goalsasset in 2001asessentiallyachieved. The Swissand our Industrys Environment The climateof2008inPrivate Equityand CorporateFinancewas notanydifferent from the rest of the financial markets, i.e. stronglyinfluenced byastate of uncer- tainty.Althoughprivate equityfunctionsprimarilybased on equityinvestments, several segmentsofour industryintroduce elements of leverage at the level of portfolio investments. This is particularlytrueinthe buyout field,and one wonders at what conditions these investments will be able to be refinanced eventually wheneven larger,quoted blue chipstockshavenowto offer veryhigh premi- ums. The question looms on the horizon whether the financial and business models of some of theseinvestments will be viablewhen this occurs. In the venture capitalfield, credit financing is almost non-existent, hence these problems do not occur. VentureCapital is, however, also affected as the institu- tional injections in thisarea, which had onlymildlyrecovered since2002, have been further depressed recently.Moreover,earlystage investments, which had been stronglysupported bybusiness angelactivityin the last fewyears, havealso weakened and newfunds havenot been established(except in fewcases,e.g. Redalpine). The venture field is still beingperceived in generalashigher risk equity;despite of the fact, that even so called blue chipcompanies haveeither collapsedorseen their share price reduced to asmall fraction of their former value. Further elementsofuncertaintyin the industry,given the currentcrisis, consist in the practice of over-commitment investingoften used byfund-of-funds as well as bythe inherent risk that severallimited partnersmaynot be in apositionor willing to honorfuturecapital calls. However bleak the outlook, several opportunities will present themselves for strong playersinthe form of secondaryinvestments, similarlyas it happenedin the years following2000. 4 4 YearYearbookbook 2020009 The greatest concernofSECA and itsmember lies obviouslyin the uncertaintyon howthe current crisis will unfold andwhatpermanent changes it will bring. As a Swissorganization, wemust also be veryconcerned bythe sometimes inaccept- able power playagainst our countrysfinancialcenter byother larger nations and bythe militant and disgraceful tone being used,especiallybysome of our Ger- man neighbours. SECA Position Paper on Private Equity Thelocustdebate(so-called Heuschreckenplage)started in Germanyin 2006 originated primarilyfrom the erroneous use of the term Private Equity for almost anytransaction involving actionistshareholders has subdued. However, the SECA leadership continued its efforts started in early2007toclearlyposition whatis and what is not Private Equity.The paperdeveloped bytheend of 2007and published for the first timeinthe Yearbook 2008isstill up-to-date and being used also in current communications with the press. BusinessAngels Integration The integrationofBusiness Angels(BA)inSECA has beensuccessfully achieved in 2008withthe merger of ASBAN Association of Swiss Business AngelsNetworksinto SECA and the election of Florian Schweitzer,founding partner of BrainsToVentures AG, to the Board of SECA at the General Assembly 2008. The integration has led to renewed dynamics in the Chapter SeedMoney& Venture Capital,which, among other things, produced forthe first time in SECA historyreliable grass-roots statistics forthe venture activityin Switzerland. SECAs aim to mirrorthe private equityecosystem and hence provideaseamless platform forthe needs of growth companies from inception through growth to IPO or successful integration in the industrialtissuebyatrade sale, hasbeenachieved byadding this last earlystage financing element. SwissLimitedPartnership After years of struggle towards thisgoal, the Swiss Limited Partnership (Kom- manditgesellschaftfürkollektiveKapitalanlagen)established in early2007is making firststepswith thesupport of SECAschapter Legal &Tax (Lead: Hannes Glaus). It is noteworthythat thevehicletoabsorbthe UBStoxic asset, initiallyplanned as an offshore vehicle, was subsequentlyimplemented using this Swissstructure! The position of Switzerland as adomicilefor the venturecapital and private equity industrybecomes even more important withthe increasingworldwide competition 5 5 S •� E •� CC •� AA SSwwiissss PPrriivvaateteEEqquuityity &C&CoorprpoorraateteFFiinnaanncceeAAssssoociciaatitioonn with other major and offshore financialcenters. Withtraditional financial segments such as privateand investment banking weakening, strengthening the Swiss privateequityand venturecapital center couldpartiallycompensatethe losses and also stimulate the Swissindustrial tissue and innovation. Attractivefiscal conditions in this area are needed. Coordinationwithstate authoritiesand other institutions As SECA matures and is being recognized as aSwissinstitution, the need for coordinationand cooperation, formerlywith the SwissFederal BankingCommis- sion (EBK), newlyreorganized into the SwissFinancial Authority(FINMA),the SwissBankers Association (SBVg), and the Swiss Fund Association (SFA) is becoming increasinglyimportant. This work,initiated in connectionwith important initiatives in the area of taxation and regulation issues bytheChapter Legal &Tax was extended bysending aSECArepresentativetothe strategicinitiativeSteue- rungsausschuss Finanzplatz(STAFI)" in the working group Private Equity& Hedge Funds. SECAStandards: Documentation SECAsfirst step in the area of establishing standards severalyearsago was the creationofaCode of Conductwhichwas declared, as fixed in thearticles of association,binding for all itsmembers. The most recent initiativeinthis field has been the creation byan industry-wideworking group underthe leadershipof Legal and Tax of astandardized TermSheet.This should proveparticularly useful for inexperienced companies, start-ups in particular, who desire to raise equitycapital. We extendour thanks to allcontributors. Further details are avail- able in thisYearbook. Organizationand Processes Membership of SECA hasgrowntoanewrecord in 2008with291 members. A relativelylarge Board is needed in order to be representativeofthe varying interests of our members as well as havingenough know-howand power. The two-layer principle, withasmaller executivecommittee,enables better govern- ance and faster decision processes byprovidingenoughflexibilityat the tacti- cal/operational level, while unifyingaroundcommongoalsatthe strategic level.A further strongincentivefor the neworganizationwas to havealargerpool of qualified members availablefor asuccession planning process within theBoard. 6 6 YearYearbookbook 2020009 In 2008, theBoardand executivecommittee wereorganized as follows: Chairman MassimoS.Lattmann Communication GeneralSecretary AndreasThommen MauricePedergnana Chapter Chapter Chapter Chapter Seed Money&Venture Capital PrivateEquity CorporateFinance Legal&Tax ChristianWenger RobertoPaganoni Beat Unternährer Hannes Glaus Ulrich Florian *** Alexander Christophe Leonid Claudio Barbara Rudolf*** Geilinger Schweitzer Krebs Borer Baur Steffenoni Brauchli Tschäni Members of theBoardofDirectors: Leonid Baur Sal. Oppenheimjr. &Cie. CorporateFinance(Switzerland) AG, Partner Christophe Borer HelarbManagement SA, Senior ExecutiveDirector Barbara Brauchli