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M&A Yearbook 2014 Edition

KPMG’s overview of mergers and acquisitions in Switzerland in 2013 and outlook for 2014


2 | M&A Yearbook – 2014 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 2013 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 USD7 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 USD14 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 USD140 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. Sources of the M&A DATABASE are press reports, which are screened and entered into the database on a daily basis. Contacts with financial investors and companies allow the database to be completed.

Impressum Designed and produced by KPMG AG, Switzerland Publication name: M&A Yearbook – 2014 Edition Publication date: January 2014 Order number: E-KP049-G3 kpmgpublications@kpmg.com


M&A Yearbook – 2014 Edition | 3

Contents M&A Yearbook – 2014 Edition KPMG’s overview of mergers & acquisitions in Switzerland in 2013 and outlook for 2014

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 Levelling off: the price trend for Swiss investment property plateaus

36

The Suisse Romande: transforming through M&A

38

Appendix List of 2013 Swiss M&A Transactions

41

M&A Group

54

Tombstones 56


“… M&A remains at the heart of business strategy.”


M&A Yearbook – 2014 Edition | 5

Strategic reviews begin to yield actions A long-term strategy is central to effective competition. A determined view of where we wish to be and how we plan to get there shapes our individual moves and tactics. Anticipating future developments is especially difficult in a constantly changing setting, such as the persistent instability and uncertainty in Switzerland’s major markets, though there are strong signs of stability returning. Stefan Pfister Partner, Head of Advisory T: +41 58 249 54 16 E: stefanpfister@kpmg.com

Many major Swiss corporates have spent the past couple of years undertaking extensive strategic reviews, streamlining existing portfolios in line with longer-term goals. Indeed, knowing which pieces to sacrifice and when to do so can be critical to securing future prospects. The Swiss Industrials, Chemicals and Pharmaceuticals sectors in particular have seen major players shedding nonessential assets to position themselves for success in their core businesses. Following a period in which many shifted their sights to opportunities in the world’s largest high growth market, China, even this market is experiencing a slowdown that is impacting Swiss industries such as luxury goods and watches. While the high growth economies remain a key area of focus, relatively few Swiss players are in a position to seize M&A opportunities there. As corporates and financial investors alike plan their next moves and anticipate changes to the commercial, regulatory and macro-economic landscape, M&A remains at the heart of business strategy. Now, perhaps more than ever, thoroughly considered, well-planned actions are vital if the benefits of recent portfolio optimization and rationalization efforts are to be maintained. Our 8th annual review of Swiss Mergers & Acquisitions looks at the industries that have been undergoing the greatest strategic shifts, and considers the impacts of business model changes on M&A strategies and ambitions. We trust you will find this review useful and informative in shaping your own view of long-term positioning in an increasingly checkered, global market.

Stefan Pfister Partner, Head of Advisory


M&A Market Press Headlines

2013 schaft, 14 Aug

Finanz und Wirt

en for Window is op IPOs Private es are on the rise. O activiti International: IP a few rules of advised to follow shareholders are conduct.

Finanz und Wirtschaft,

15 Jan 2013

NZZ, 2 Dec 2013

isitions only u q c A : m o o b M&A ces at premium pri about to end. While this may be

Leaders still too hesitant for acquisitions

Some bankers are enduri ng it with stoicism, others are disappointed. Yet there is one thing that they all agree on: Ac quisition activities – M&A in professional jar gon – are not picking up momentum because exe cutives are shying away from the risks.

ofessionals” “Stock market pr t… make jokes abou vestors from in ed inexperienc never they time to time. Whe , that is a start buying stock the boom is warning sign that

ng, 27 Feb

Basler Zeitu

13 haft, 30 Mar 20 nz und Wirtsc

lockade in b A & M s u io c Tena be picking Switzerland business seems to Fina

ease in Hopes of an incr ity in tiv ac acquisition shed on da e ar Switzerland nwhile, ea M . sis a regular ba

e also experts the case, there ar quisitions at ac who only make hen they w d peak prices – an company’s a of do, they buy all stocks.

rn European

up in other Weste countries.

2013

ns Buffett ope son for a hunting se companiesuffett is convinced

Warren B , particularly US investor y is picking up om on ec e th that fett … has e country. Buf m ho s hi of that isitions. e-scale acqu rg la d ce un anno

NZZ, 1 Jun 2013

acquisition fever Six “M&A waves” in history – no despite stock boom es are at record highs, waves. Despite the fact that stock pric isition ger and acqu Historically speaking, corporate mer llel to stock market para in d trends have usually develope have been six of these e ther far trends, coming in waves. So

no seventh “M&A wave” is currently

in sight.


M&A Yearbook – 2014 Edition | 7

Handelszei

tung, 8 Oct

2013

Mergers: L o value, mor wer e transaction s Contrad

ictory develo pments were seen in Swit zerland’s mer gers and acquisitions market from Ju ly to September: W hile the num ber of transactions conducted w ent up, the value of those transact ions dropped cons iderably over the previous quar ter. Finanz und Wirtschaft,

30 Mar 2013

M&A volume disappointing

M&A volume disappoin ting – Despite the announcement of three acquisitions worth billio ns – Heinz, Dell and Virgin Media – volumes in the mergers and acquis itions business (M&A) remain ed modest. According to preliminary figures from Dealogic, global M& A volumes rose 2% to USD5 96 billion in a year-on-year compar ison.

2013 schaft, 27 Sept

Finanz und Wirt

rousel is The merger ca ly spinning sloy w M&A business is stagnating. that man Despite the fact the world nd companies arou rves and se re have large cash ting en es pr are capable of the ts, ee sh e healthy balanc

to European This is attributed ance to companies’ reluct nsactions. conduct global tra

NZZ, 16 Apr 2013

munications Bidding war over mobile telecom erica’s Am provider Sprint – merger fever in telecommunications markether notch in America’s consolidating for the C. H. New York – Tension in the race has risen s last remaining acquisition candidate

anot telecommunications market.

NZZ, 19 Feb 2013

Finanz und

Wirtschaft,

4 Oct 2013

&A Revival in M businesissition offers has hit the

qu A string of ac days. The the past few er ov er deals. headlines right for bigg e ar ns io it basic cond growth. e investing in Companies ar

US acquisition carou se company hunters are l – The back on the prowl

Companies are currently selling like hotcakes in the US. As the political and econom ic environment have stabilize d

somewhat, many compan ies are venturing back into we ighty acquisitions.


Su m m ar y Patrik Kerler Partner, Head of M&A T: +41 58 249 42 02 E: pkerler@kpmg.com

Deal Trends / Executive Summary 2013 was a tricky year for Swiss M&A. A year of falling deal volumes and generally smaller transactions in which the largest acquisition amounted to less than USD3 billion was bound to disappoint many observers. This especially following on the heels of some huge deals in prior years: Glencore / Xstrata in 2012, Johnson & Johnson / Synthes in 2011 and Novartis / Alcon in 2010. It was never going to be easy. Amid ongoing market uncertainties in the Eurozone and the US, concerns over a slowdown in Chinese growth and a stubbornly strong Swiss franc, risk aversion prevailed and many dealmakers believed 2013 was no time to take a gamble. Reorganizing for growth Yet, as ever, one must scratch beneath the surface to find the true story, which is one of considerable restructuring and extensive planning for future expansion. Many Swiss sectors have undergone a long period of introspection, reviewing portfolios and identifying non-core or under-performing assets to sell. This is notable in, but not confined to, Industrials, Chemicals, Pharmaceuticals and Financial Services. Observe the various divestments by Clariant over 2012 and 2013, and the sizeable disposal by Novartis this past year of its blood transfusion diagnostics business. While corporate leaders continued to scan growth opportunities, acquisitions were typically restricted to entities that fitted their core competencies and strengthened their core businesses. Perhaps Switzerland’s newest high profile industry, Commodity trading, is similarly undergoing substantial change. Market participants are investing management time adjusting their M&A strategies to shore up thinning trading margins. The focus of many trading houses has shifted to vertical integration such as securing raw material supplies and distribution facilities and infrastructure. In this, the sector actually remains a strong source of outbound acquisition activity. A return to easier financing M&A plans are being helped by a growing ease of securing funding. Corporate restructuring and disposals have freed up capital while banks are becoming once again more favourable to deal financing. 2013 also saw successful fund-raising rounds by a number of Switzerland’s largest Private Equity houses, indicating positive investor sentiment. As stock markets continue to rise, in many cases to record highs, transaction multiples are also on the increase. We may therefore view 2013 as a year of preparation in which a high proportion of M&A activity was of selected deals to strengthen core businesses and to position Swiss players to carry out their expansion plans.


M&A Yearbook – 2014 Edition | 9

Outlook for 2014 We expect the coming year to produce a moderate increase in M&A activity. Deal financing may continue to become more accessible if markets stabilize and uncertainties reduce. Many Swiss corporates and Private Equity houses are sitting on undeployed capital that they may be impatient, though not desperate, to utilize. As valuations continue to increase, however, there is a danger of a correction in stock markets creating a negative influence on M&A activity and confidence levels. Bank on consolidation Watch the private banking space closely. Long-awaited consolidation in the sector is finally taking off, with the number of private banks holding Swiss banking licences falling from 171 in 2009 to 141 in 2013. Larger players continue to expand in line with their global ambitions, while mid-sized players seek to strengthen their positions by building scale. At the same time, we expect to see more private banks exiting the market by bringing forward succession plans or following Banks Frey and Wegelin into liquidation as more difficult market conditions combine with the outcomes of the US Tax Program and EU taxation-related discussions to severely impact business models of smaller players in particular. Refocusing in slowing markets Falling demand growth in some of the major markets such as China will make life more uncertain for the Swiss luxury goods and precision engineers. The ongoing importance of key high growth markets should not be under-estimated, however. Demand for Swiss quality products and services remains high and is expected to continue so. Expectations and forecasts may be more tempered than in the past but they remain considerable. 2014 is likely to see many players continuing to take a long, hard look at their operations, adjusting their strategies to deal with this new reality and from where they expect future customer growth to come. As Swiss businesses make ongoing efforts to move closer to their customers, we will see maintained interest in acquiring on a truly global stage. A primary hurdle will remain the scarcity of available targets in high growth economies. Secondly, what Swiss dealmakers consider to be excessive price tags on businesses for sale. Many of the larger, more established Swiss brands will most likely devote greater attention to Greenfield investments. 2014: growth amid complexity Overall, 2014 should prove an active year characterized by complex transactions that have been long in the planning. Many sectors globally are showing a greater appetite for M&A and for IPOs, such as the US technology industry. In Switzerland, M&A remains a vital strategy instrument for large corporates. As portfolio reviews are to a large extent concluded, 2014 may see Swiss firms undertaking mega-deals with the reserves their streamlining activities have released.

Patrik Kerler Partner, Head of Mergers & Acquisitions


Su m m ar y Top 10 Swiss M&A transactions 2013 Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Apr 2013

Royal Park Investments NV/SA (debt portfolio)

Belgium

Credit Suisse Group AG; Lone Star Fund VIII (US), L.P.

Switzerland

Ageas NV; BNP Paribas SA; Government of Belgium

Belgium; France; Belgium

2,998

Jun 2013

SGS SA

15

Switzerland

Serena Sarl (Groupe Bruxelles Lambert SA)

Belgium

EXOR SpA

Italy

2,608

Apr 2013

Terminal Investment Limited SA

35

Netherlands

Global Infrastructure Partners

United States

MSC Mediterranean Shipping Company SA

Switzerland

1,929

Nov 2013

Novartis AG (Blood transfusion diagnostics unit)

100

Switzerland

Grifols SA

Spain

-

-

1,675

Mar 2013

AmerisourceBergen Corp

8

United States

Walgreen, Alliance Boots

Switzerland

-

-

1,167

Apr 2013 Oct 2013

Power-One Inc

100

United States

ABB Ltd

Switzerland

-

-

1,112

Clermont Mine

50

Australia

Glencore Xstrata plc; Sumitomo Corporation

Switzerland

Rio Tinto Limited

Australia

1,015

Oct 2013

MMX Porto Sudeste Ltda.

65

Brazil

Trafigura Beheer B.V.

Switzerland

MMX Mineracao e Metalicos SA

Brazil

1,000

Jan 2013

Harry Winston Inc

United States

Swatch Group SA

Switzerland

-

-

1,000

Jul 2013

Schmolz + Bickenbach AG

Switzerland

Renova Group of Companies

Russia

-

-

934

100

100 60

Number and value of deals per quarter

Number and value of deals per year

70

120

100

60

100

250

80

200 60

150

40

100 50 0

2007

2008 Number

2009

2010

2011

2012

Value (USDbn)

Number of deals

120

50

80

40 60 30 40

20

20

0 2013 YTD

0

20 10 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2010 2011 2012 2013 Number

Value (USDbn)

0

Value of deals (USDbn)

140

350

Value of deals (USDbn)

400

300 Number of deals

Value (USDm)


M&A Yearbook – 2014 Edition | 11

Number of deals per industry sector 2013

16%

Industrial Markets

180

Consumer Markets

160

Pharmaceuticals & Life Sciences

3%

Technology, Media & Telecommunication

6% 20%

6% 13%

10% 11%

Financial Services

100

40

Commodities

20 0

1%

US & Canada 41%

7%

73

23 12

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

Western Europe US & Canada

6%

Asia-Pacific

7%

Asia-Pacific

Central/Eastern Europe

Central/Eastern Europe

35%

88

15

1% 2% 1%

Western Europe

8%

83

Foreign acquirers by region 2013

Switzerland

4%

94 93

60

Power & Utilities

1% 2%

84

80

Other Industries

2%

137

126

120

Chemicals

Targets of Swiss acquirers by region 2013

155

140 Number of deals

15%

Split of deals by target/buyer/seller 2011 to 2013

23%

59%

Latin America

Latin America

Middle East

Middle East

Africa

Africa

unknown

Volume by deal size 2013 (USD) 400

Number of deals

350 >1 billion

300

501 million – 1 billion

250

251 million – 500 million

200

51 million – 250 million

150

50 million or less

100

not disclosed

50 0 2007

2008

2009

2010

2011

2012

2013


Su m m ar y

Cross-border Deal Flows Western Europe was the main source of M&A involving Swiss businesses in 2013, with a boom in the value of both inbound and outbound transactions. The year also saw growth in the value of Swiss acquisitions in Asia-Pacific and Latin America, with transactions in Australia and Brazil appearing in the top ten deals of 2013. North America remains a key destination for Swiss acquirers, though total deal value was lower in 2013 than the previous year due to the absence of mega-deals.

3,161

1,617 US & Canada

68 0 750

4 36 , 2

715

4,096

Africa

Latin America

325 Middle


M&A Yearbook – 2014 Edition | 13

Sweden 76

Bidder Switzerland

United Kingdom 1,015 Netherlands 1,098 Germany 1,738 Belgium 3,023 Czech Republic 116 France 433

Target Switzerland

Italy 254 Greece 434

Spain 153

Sweden 347

close up 1

Asia-Pacific

United Kingdom 473

Belgium 2,608

Netherlands 26 Germany 737

Russia 934

Luxembourg 64

East

France 201

Italy 12

Spain 1,675

close up 2

Central/ Eastern Europe 198

43 6,1

934

60 8,2

Western Europe

Bidder Switzerland Target Switzerland

close up 3

Remarks: – Values in USDm – Value of domestic deal flows in Switzerland 1,669 – Data shown on close up 1 and 2 reflect the largest cross-border deal flows and are not intended to be comprehensive


Su m m ar y

Industry Tables Chemicals Deal Numbers Deal Values

Commodities

67% to 20 deals

-55% to 19 deals

-51% to USD0.6 billion

-91% to USD4.8 billion

Top Deal 2013

USD0.3 billion – Target: Building Adhesives (AkzoNobel), Buyer: Sika AG

USD1.0 billion – Target: Clermont Mine Buyer: Glencore Xstrata plc; Sumitomo Corporation

Review 2013

Uptick in activity as expected, but no gamechanging deals. Portfolio streamlining continued.

Vertical integration as firms need to enhance thinning trading margins. Expanding corporate development teams reflects greater importance of inorganic growth opportunities.

Outlook 2014

Continued growth in deal volumes will be fed by portfolio reviews coming to fruition and ongoing scale ambitions in high growth markets.

Intensifying competition for more visible assets may give rise to auction processes. A focus on infrastructure and logistics is expected, with a growing financing role for mining and exploration.

Consumer Markets Deal Numbers Deal Values Top Deal 2013

Financial Services

47% to 63 deals

32% to 41 deals

-80% to USD4.8 billion

14% to USD5.2 billion

USD1.0 billion – Target: Harry Winston Inc, Buyer: Swatch Group SA

USD3.0 billion – Target: Royal Park Investments NV/SA (debt portfolio), Buyer: Credit Suisse Group AG; Lone Star Fund VIII (US), L.P.

Review 2013

Smaller transactions dominated while Swiss players actively pursued their foreign expansion plans.

Private banks and IAMs remained in focus due to ongoing consolidation, while Swiss Re proved especially active. Q4 of 2013 posted the highest number of deals since the end of 2011.

Outlook 2014

Luxury Goods will remain in focus, with strategic reviews leading to potentially significant transactions.

Liquidations, acquisitions and the sale of client portfolios will drive further reduction in private bank numbers. Consolidation among mid-sized Swiss insurers may start in earnest.

Industrial Markets Deal Numbers Deal Values Top Deal 2013

Pharmaceuticals & Life Sciences

-31% to 49 deals

107% to 31 deals

-78% to USD2.8 billion

-41% to USD4.6 billion

USD1.1 billion – Target: Power-One Inc, Buyer: ABB Ltd

USD1.7 billion – Target: Novartis AG (Blood transfusion diagnostics unit), Buyer: Grifols SA

Review 2013

Ongoing portfolio reviews yielded strategic disposals on the back of improved earnings and market valuations.

Continued move away from mega-deals towards smaller bolt-on acquisitions and greater scrutiny of existing portfolios.

Outlook 2014

Well-funded industrials will retain a selective approach to M&A but are in a strong position to acquire if attractive targets arise.

Divestments expected as groups shed non-core assets, positioning themselves to invest more heavily in foreign expansion plans.


M&A Yearbook – 2014 Edition | 15

Power & Utilities Deal Numbers Deal Values Top Deal 2013

Private Equity

-8% to 11 deals

-12% to 58 deals

-34% to USD0.7 billion

-71% to USD6.2 billion

USD0.2 billion – Target: Acciona Energy SA (18 Wind farms), Buyer: Swisspower Renewables AG

USD1.9 billion – Target: Terminal Investment Limited SA, Buyer: Global Infrastructure Partners

Review 2013

Considerable market uncertainty contributed to reorganization initiatives and asset impairment charges.

Attractive financing conditions saw increasing competition between strategic and financial buyers and the first taking private of a Swiss company by Private Equity.

Outlook 2014

Ongoing restructuring will yield diversification and acquisitions abroad. Smaller players may cut costs by sharing back-office functions.

Moderate growth in deal volumes expected, as successful 2013 fund-raising suggests investor confidence in the Swiss, German and Austrian region.

Technology, Media & Telecommunications Deal Numbers Deal Values Top Deal 2013

Other Industries

-30% to 35 deals

- 39% to 46 deals

-40% to USD1.0 billion

-11% to USD8.6 billion

USD0.2 billion – Target: Exacq Technologies Inc, Buyer: Tyco International Ltd

USD2.6 billion – Target: SGS SA, Buyer: Serena Sarl (Groupe Bruxelles Lambert SA)

Review 2013

Focus by Swisscom on providing outsourcing services to banks, while upc cablecom pursued consolidation of local cable operators.

Consolidation continued in airport-related services while other serial dealmakers such as SGS remained acquisitive.

Outlook 2014

Financial restructuring in Technology will give way to accelerating in vertical integration, while consolidation in print media will continue.

Growing optimism means deal activity is unlikely to slow down in 2014. Airport services will remain a key area of focus.

Remark: The deal number and value deviations in percent refer to the figures of 2012.


16 | M&A Yearbook – 2014 Edition

Chemicals 2013 showed a slight recovery in deal volumes. Inbound activity was driven by Clariant’s sale of further business units, while Sika actively acquired abroad. Streamlining of portfolios and the building of scale in core businesses is expected to dominate 2014 activity.

Patrick Schaub Senior Manager, Transaction Services T: +41 58 249 42 17 E: pschaub@kpmg.com

2013 saw the highest deal volumes since 2007, except for a peak in 2011. Average transaction values were down over the two prior years, with all except one deal falling below the USD100 million threshold. This illustrates the main thrust of the year’s activity – selective, smaller transactions while portfolio and core business reviews are ongoing. Outbound deals dominated the M&A scene. Sika led the charge, with the largest transaction of the year being its acquisition of AkzoNobel’s building adhesives unit. Seen as reinforcing Sika’s position and acting on its global ambitions, this move was complemented by three smaller deals. The group acquired Australian wholesaler of steel and synthetic fibers, Radmix Resources, as well as Texsa India, which manufactures waterproofing membranes, and the UK’s Everbuild Building Products. Clariant’s divestment program continued apace as it shed some of its non-core assets and announced plans for further disposals. The group sold its detergents and intermediates business to Luxembourg’s International Chemicals Investors and its leather services business to Stahl Holdings of the Netherlands. Together with US partner Ashland, it also put up for sale its German foundry chemicals joint venture. Meanwhile, the disposal of its textile chemicals, paper specialties and emulsions businesses to SK Capital closed on October 1. These divestments are cumulatively seen as enablers for Clariant to focus on growth in its core business, as part of which it made a smaller acquisition in 2013 and announced a planned acquisition of India’s Plastichemix Industries’ masterbatch business. Syngenta took a significant step in its inorganic growth plans for Africa by buying MRI Seed Zambia and MRI Agro, a developer, producer and distributor of white corn seed. The deal was announced in the context of Syngenta’s USD500 million investment commitment to the region, reflecting its desire to develop and offer integrated crop solutions to African farmers.

Outlook for 2014 Major global trends including global population growth, urbanization (especially in high growth markets), and food and water scarcity join a host of other climate change-related developments that continue to impact firms across the chemicals sector. Implications arise for a range of sub-sectors from building-related products to seed technology and crop protection. Coupled with a desire by European firms to move closer to customer bases – increasingly in East and South-East Asia, Africa and Latin America, these trends all help shape deal rationales through geographical presence and technical requirements. We expect the growth in M&A activity to continue through at least the first half of 2014. This will be helped by extensive portfolio optimization efforts coming to fruition, with past divestments putting groups in a better position to return to acquiring. An increasingly conducive financing environment will help ambitions. Overall, however, 2014 deal volumes are unlikely to significantly exceed 2013 levels. Ongoing interest in Swiss assets will be driven by foreign firms’ desires to acquire intellectual property and technology. This is especially the case for corporates in high growth markets that are seeking to further expand their international presence and/or to acquire know-how for application in their home markets.


M&A Yearbook – 2014 Edition | 17

Top 5 Swiss M&A transactions 2013 Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Aug 2013

Building Adhesives (AkzoNobel)

Nov 2013

100

Netherlands

Sika AG

Switzerland

-

-

348

Clariant AG - Chemicals for leather processing

100

Switzerland

Wendel Group

France

-

-

96

Oct 2013

Clariant - Detergents, Intermediates Business

100

Switzerland

International Chemical Investors SA

Luxembourg

-

-

64

Mar 2013

D PLAST-EFTEC as

Czech Republic

EMS-Chemie Holding AG

Switzerland

-

-

63

Apr 2013

Schaetti AG (Majority stake)

Switzerland

Co-Investor AG; Zurmont Madison Private Equity L.P.; F&C Private Equity Trust Plc; Parvilla SAS

Switzerland

Daniel Schaetti (Private investor)

Switzerland

33

50 undisclosed

Number of deals per quarter 6

12

25

5

10

20

4

15

3

10

2

5

1

2

0

0

0

2007

2008

2009

2010

Number

2011

2012

2013

8 6 4

Q1

Q2 Q3 2011

Q4

16

Q1

Q2 Q3 2013

Number of deals per industry sub-sector 2013

30%

12

Industrial chemicals

10 7

8 6

0

Q4

14

14

2

Q2 Q3 2012

17

18

4

Q1

Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013

Number of deals

Number of deals

30

Value of deals (USDbn)

Number of deals

Number and value of deals per year

Agrochems and seeds

6 4

2

1

Value (USDm)

4

2

Speciality chemicals

5% 1

65% -

-

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

Q4


18 | M&A Yearbook – 2014 Edition

Commodities On the hunt for marginenhancing businesses and optionality, commodity traders are seizing vertical integration opportunities including mines, distribution facilities and infrastructure. Competition for more visible assets will grow in 2014, while trading houses will also play an increasingly important financing role in exploration and mining ventures.

While not shifting to as asset-heavy a model as Glencore XStrata, commodity traders are actively pursuing alternative strategies, focusing on taking key positions in the supply chain. This quest is driven by thinning trading margins, a slower economic recovery, lower demand in China, and generally favorable weather conditions in key crop regions. The year yielded Trafigura and the UAE’s Mubadala Development’s agreement to acquire a majority stake in MMX Porto Sudeste in Brazil, and Louis Dreyfus Commodities’ joint venture with Brooklyn Kiev to develop a multi-commodity terminal in Odessa. Substantial activity was also observed in more “traditional” deals, in which Australia featured highly. Puma Energy concluded four deals in the country during 2013, including Ausfuel, a wholesaler and retailer of fuel and lubricants, and Neumann Petroeum, a petroleum product wholesaler. Glencore joined Sumitomo to acquire 50.1% in a heavily competed bid for Clermont Mine (Australian coal) from Rio Tinto, and 25% in Chad’s Bagila and Mandara oil fields from Canada’s Caracal Energy. In soft commodities, Ecom Agroindustrial is set to become one of the world’s biggest cocoa and coffee traders if its agreement to buy the UK’s Aramajaro Holdings commodity trading operations comes to fruition.

James Carter Director, Transaction Services T: +41 22 704 15 48 E: jcarter@kpmg.com

Reflecting the growing importance of inorganic growth, most major trading houses have expanded their corporate development teams and budgets. From Trafigura setting up its own private equity fund, Galena, to greater deal activity and spend from Mercuria, Louis Dreyfus Commodities, Gunvor, Vitol and Puma, there is a clear shift in approach. M&A is becoming an increasingly core element of strategy.

Outlook for 2014

Bryan DeBlanc Partner, Transaction Services T: +41 58 249 29 44 E: bryandeblanc@kpmg.com

Swiss traders are in a strong position to play an increasingly central financing role for mines and exploration companies. In Nigeria, for instance, Glencore, Mercuria and Vitol have each teamed up with local partners to bid for onshore oil fields being divested by Royal Dutch Shell. This indicates accelerating vertical integration in the sector, which is becoming more important to success by enabling diversification, margin enhancement and a reduced dependency on existing suppliers. Stiffer competition for more visible assets is expected. Auction processes in the sector have been rare but are likely to increase as sellers aim to maximize interest and prices. This may lead some traders to turn to Greenfield capital expenditure projects to avoid overpaying for assets. On the divestment side, surplus capacity may yield planned disposals of assets in cocoa and sugar processing in particular. An increasing focus is likely on infrastructure and logistics, including a number of Brazilian ports potentially coming to market this year. Elsewhere, growing US shale gas production is altering some of the most established oil and gas trading routes, affecting the optimal location of refineries and other facilities. Within the US, for instance, the emphasis is shifting from coastal facilities to inland facilities convenient to shale gas sites. Gunvor is reported as expecting at least ten European oil refineries to close over the next five to seven years, mainly in southern Europe. Potential implications are huge, especially if China, reputed to have the world’s largest shale gas reserves, decides to invest heavily in shale gas.


M&A Yearbook – 2014 Edition | 19

Top 5 Swiss M&A transactions 2013 Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Oct 2013

Clermont Mine

Oct 2013

MMX Porto Sudeste Ltda.

Feb 2013

Ausfuel Pty Ltd

Dec 2013

Nov 2013

50

Australia

Glencore Xstrata plc; Sumitomo Corporation

Switzerland

Rio Tinto Limited

Australia

1,015

65

Brazil

Trafigura Beheer B.V.

Switzerland

MMX Mineracao e Metalicos SA

Brazil

1,000

100

Australia

Puma Energy International BV

Switzerland

-

-

650

Bayernoil Raffineriegesellschaft mbH

45

Germany

Varo Energy B.V.

Switzerland

OMV Deutschland GmbH

Germany

547

Puma Energy International B.V.

10

Switzerland

Sonangol Holdings LDA

Angola

Trafigura Beheer B.V.

Netherlands

500

Number and value of deals per year

Number of deals per quarter

14 Value of deals (USDbn)

50

35

40

30 25

30

20

20

15 10

10

5 0 2012

Number

Number of deals

30 25 20

17

15 8

0

2

6 4

Q1

Q2 Q3 2011

Q4

Q1

Q2 Q3 2012

Q4

Q1

Q2 Q3 2013

Remark: Sub-sector data and figures are not available for this sector.

34

35

-

8

Value (USDbn)

40

5

10

0

2013

Split of deals by target/buyer/seller 2011 to 2013

10

12

2

0 2011

Number of deals

40

Number of deals

16

60

45

2010

2

-

Value (USDm)

2

4 1

-

1

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

Q4


20 | M&A Yearbook – 2014 Edition

Consumer Markets Swiss companies actively acquired assets abroad throughout 2013, most notably in Western and Northern Europe. Some larger transactions took place further afield such as Swatch’s acquisition in the US. As optimism grows, 2014 should see an increase in M&A activity.

Contrasting sharply with 2012, which featured transactions in the magnitude of USD11.9 billion and USD6.7 billion, the largest deal of 2013 amounted to only USD1 billion. Bearing out our prediction in the M&A Yearbook 2013, activity was driven by Swiss firms’ foreign expansion plans. Outbound acquisitions accounted for 42% of deals. This was in part due to a decline in inbound transactions at 19% (down from 33% in 2012) on the back of the strong Swiss franc and limited availability of attractive targets. In Luxury Goods, the watch sector proved active in smaller deals, with Findos Investors’ acquisition of Roventa-Henex illustrating the attractiveness of Swiss precision engineering capabilities to foreign firms. Swatch undertook the largest, and potentially most significant, deal of the year by purchasing New York-based manufacturer and retailer of diamond jewellery and watches, Harry Winston. These deals bucked the trend of increasing caution in the global Luxury Goods market caused by a politically influenced slowdown in demand in China as well as ongoing issues in Europe and the US. They also demonstrate the importance of achieving scale to preserve market presence and enhance competitiveness. While there was little change in domestic market share, Swiss Retailers remained active. Migros purchased Gries Deco of Germany while, closer to home, Migros’ subsidiary Globus acquired Lucerne-based clothing retailer Schild. The creation of the Orell Fuessli Thalia joint venture by merging retailers Thalia Buecher and Orell Fuessli Book Retailing meanwhile created Switzerland’s largest book retailer.

Patrik Kerler Partner, Head of M&A T: +41 58 249 42 02 E: pkerler@kpmg.com

Food & Drink had a comparatively quiet year. Emerging from high levels of activity in 2012, many firms remain on the lookout for acquisition targets but none of the larger players concluded any transformative deals. One of the stars of 2012’s M&A scene, Barry Callebaut, was once again on the hunt for interesting assets, strengthening its position in Scandinavia by buying Danish chocolate product manufacturer and wholesaler Carletti. Swiss expansion in Europe was also furthered by Aryzta buying German frozen goods business Klemme.

Outlook for 2014 We expect 2014 to be a year of optimism, in part due to improving macro-economic developments in the US and Europe. Among the larger players, the outcomes of strategic reviews may bring non-core or underperforming business units to market, fuelling the supply of prospective deals. Vertical integration will remain a theme in the watch industry, although sizeable horizontal integration remains some time off. Online Retail is a space to watch, as the proportion of online sales continues to grow. Greater prominence in the deal tables may be achieved as retailers look to acquire existing ecommerce businesses rather than tackling the tricky business of developing and promoting their own platforms. This is in line with deals seen previously such as the Nettoshop – Coop and Digitec – Migros transactions. Substantial dynamism in food logistics may give rise to some interesting deals in 2014. As usual, it is the Food & Drink majors that have greatest potential firepower for acquisitions. However, as observed in 2013, their position at the top of the deal tables should not be taken for granted.


M&A Yearbook – 2014 Edition | 21

Top 5 Swiss M&A transactions 2013 Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Jan 2013

Harry Winston Inc

United States

Swatch Group SA

Switzerland

-

-

1,000

Dec 2013

Megapolis Distribution BV

20

Netherlands

Philip Morris International, Inc.

Switzerland

-

-

750

May 2013

Philip Morris Mexico, SA de CV

20

Mexico

Philip Morris International, Inc.

Switzerland

Grupo Carso SA de CV

Mexico

700

Sep 2013

AITA (Arab Investors-TA)

49

United Arab Emirates

Philip Morris International, Inc.

Switzerland

-

-

625

Dec 2013

Hellenic Duty Free Shops SA

49

Greece

Dufry Group

Switzerland

Folli Follie SA

Greece

434

100

Number and value of deals per year 70

25

25

20

20

Value of deals (USDbn)

Number of deals

60 50 40

15

30

10

20 5

10 0

2007

2008

2009

2010

Number

2011

2012

0

Split of deals by target/buyer/seller 2011 to 2013

Number of deals

20

21

Q4

Q1

Q2 Q3 2012

Q4

Q1

Q2 Q3 2013

Number of deals per industry sub-sector 2013

Food

25%

16

14

7

35% 12

Retail Apparel

5%

7

5 0

Q2 Q3 2011

21

15 10

Q1

27

25 20

10 5

0

2013

15

Value (USDbn)

30

Value (USDm)

Number of deals per quarter

Number of deals

Announced date

2

Luxury goods

4 1

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

8%

Other 27%

Q4


22 | M&A Yearbook – 2014 Edition

Financial Services Consolidation of private banks and IAMs continued in 2013, with the number of Swiss private banking licenses falling to 141 from 171 in 2009. This should continue in 2014, as well as further liquidations and the sale of client portfolios. There are also signs of an impending consolidation among mid-tier insurers as the larger insurers pursue their global expansion plans.

Christian Hintermann Partner, Head of Transactions & Restructuring Financial Services T: +41 58 249 29 83 E: chintermann@kpmg.com

Private Banking and Wealth Management was again the focus of activity, though at slightly lower levels than anticipated. UBP’s acquisition of Lloyds’ international private banking business illustrates how consolidation is being driven by scale ambitions among larger wealth managers and mergers and takeovers between smaller players. Margin pressures feed the pipeline of targets, exacerbated by smaller banks’ difficulties in conducting cross-border businesses and amid increasing regulation. Since 2009, the number of private banks with Swiss banking licenses has fallen by 17.5% from 171 to 141. Increasing M&A activity was observed between IAMs, though at a relatively low level. Two notable deals were Sallfort’s acquisition of Trinova Invest, and Julius Baer agreeing to buy WMPartners Wealth Management. The latter will be merged with Julius Baer subsidiary Infidar Investment Advisory to create a new company overseeing in excess of CHF4 billion of client funds. This could be a sign of larger IAMs emerging from the ongoing consolidation. Although Retail Banks benefited from strong demand for residential property mortgages, both UBS and Credit Suisse took the opportunity to divest non-core assets during the year. UBS sold its OTC commodities derivatives business to JP Morgan Chase and, in a bid to reduce the complexity of its operations, announced the sale of its Corporate Employee Financial Services International business to London-headquartered Montagu Private Equity. Credit Suisse meanwhile sold two units to US Private Equity houses (ETF to Blackrock and CFIG to Grosvenor Capital). This did not prevent the bank from considering acquisitions, however. Together with a Lone Star fund, it closed 2013’s largest deal, buying a portfolio of non-performing loans in the form of Royal Park Investments. In the Insurance market, Swiss Re furthered its global ambitions, recording three of 2013’s five largest Financial Services deals. The group agreed to buy 14.9% of Brazil’s SulAmerica, 4.9% of New China Life Insurance and 12% of Hong Kong SAR-based FWD Group Management. Conversely, Baloise reaffirmed its focus on core markets by selling its Serbian and Croatian operations. In what may signal the start of consolidation among mid-sized insurers, Mobiliar increased its stake in Nationale Suisse to almost 20%.

Outlook for 2014 Private Banking consolidation should progress as larger wealth managers continue to grow and smaller ones seek to gain scale. Commercial and margin pressures will continue to bite, causing some banks to be put up for sale. Some foreign banks may decide to sell their Swiss subsidiaries, bringing interesting assets to market. The US Tax Program may help drive these trends, as banks face considerable costs in analyzing client data to identify untaxed US clients. This may trigger decisions even among players not heavily affected by the US Tax Program, as they consider their strategic direction and whether they wish to stay in the Swiss market. More are expected to follow Wegelin and Frey into liquidation. 2014 will also see more IAMs bring forward succession plans due to challenging market conditions and increasing regulatory requirements. M&A activity by UBS and Credit Suisse is likely due to an ongoing streamlining of portfolios. Larger insurers such as Zurich Insurance Group and SwissRe may also continue to act on ambitions for greater global scale, in particular additional footholds in high growth markets.


M&A Yearbook – 2014 Edition | 23

Top 5 Swiss M&A transactions 2013 Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Apr 2013

Royal Park Investments NV/SA (debt portfolio)

Belgium

Credit Suisse Group AG; Lone Star Fund VIII (US), L.P.

Switzerland

Ageas NV; BNP Paribas SA; Government of Belgium

Belgium, France, Belgium

Nov 2013

New China Life Insurance Co Ltd

China

Swiss Reinsurance Co Ltd

Switzerland

Zurich Insurance Co Ltd

Switzerland

493

Oct 2013

FWD Group Management Holdings

12

Hong Kong SAR

Swiss Reinsurance Co Ltd

Switzerland

-

-

425

Nov 2013

Sul America SA

15

Brazil

Swiss Re Direct Investments Co Ltd

Switzerland

ING Insurance International BV; Larragoiti Family

Netherlands

334

Jan 2013

ETF Business (Credit Suisse)

100

Switzerland

BlackRock Inc

United States

Credit Suisse Group AG

Switzerland

250

100

5

Number and value of deals per year 60

16

16

14

14 Value of deals (USDbn)

50 Number of deals

12 40

10 8

30

6

20

4 10 0

2007

2008

2009

2010

Number

Value (USDm) 2,998

Number of deals per quarter

2011

2012

2013

12 Number of deals

Announced date

10 8 6 4

2

2

0

0

Q1

Q2 Q3 2011

Q4

Q1

Q2 Q3 2012

Q4

Q1

Q2 Q3 2013

Q4

Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013

Number of deals per industry sub-sector 2013

19

20 18

15

Number of deals

16 14

13

13

10

22% 11

12

Banking

11

9

9

44%

7

8 5

6

4

4

Investment Management

17%

4

Other

2 0

Insurance

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

17%


24 | M&A Yearbook – 2014 Edition

Industrial Markets Characterized by caution among prospective buyers, 2013 saw Swiss industrial groups continue cleaning up their portfolios. This gave rise to a number of strategic divestments. Activity was otherwise limited to largely lower value transactions that represented opportunities to reinforce core businesses.

Timo Knak Partner, M&A T: +41 58 249 42 04 E: tknak@kpmg.com

As in 2012, risk aversion, cash preservation and continued operational improvement efforts again prevailed in 2013 for most global Swiss Industrials. This led to below average deal activity both in terms of number of deals and overall deal value. Detailed strategic reviews, which have been ongoing for some time, yielded some interesting transactions. Seeking to optimize its portfolio by divesting non-core assets, for instance, Walter Meier sold both its US tools division and its German climate products business to a US private equity firm and to Sweden’s Swegon respectively. AFG meanwhile continues its reorganization into three distinct business units. This saw it take the opportunity to dispose of its precision steel tubes and refrigerator technology businesses while announcing the planned sale of its surface technology unit. Sulzer also made public its intention to divest its surface solutions business, Sulzer Metco. Perhaps the most notable transaction was ABB’s purchase of Power-One, making the group a global leader in the solar photovoltaic inverters market. It is worth mentioning that this was the only Industrials deal in 2013 to exceed a transaction value of USD1 billion. Valuations are holding at generally acceptable levels, declining to overheat despite record stock market highs in many countries. This underpins the prospect of upcoming M&A activity, especially given the solid market for good quality assets. Buyers are still proving picky, however, as caution dictates that any acquisitions must be as near perfect a fit as possible into existing portfolios.

Outlook for 2014 High growth markets remain high on the agenda, but ambitions are frequently thwarted by substantial price expectation gaps. Many prospective buyers consider targets to be simply too expensive. Some Swiss Industrials are placing greater emphasis on organic growth due to this impasse, a shortage of available targets, and diverging views on optimal growth strategies. Although open to looking at reasonably priced acquisition targets, they are equally comfortable establishing their own operations in high growth economies. This is likely to restrict outbound acquisitions in 2014, particularly by stronger brands for which Greenfield investments are more feasible. Should attractive targets arise at the right price, however, disposals over 2012 and 2013 have given many Swiss industrials comfortable cash reserves and made some impatient to put those reserves to better use. As a result, many would be in a position to move quickly to secure an interesting asset. Cash-rich players’ hands are also strengthened by a general aversion among Swiss industrials to taking on excessive bank debt. For well-funded Industrials for which acquisitions do not come to pass, the market may see more of them initiating share buy-backs over the course of the year.


M&A Yearbook – 2014 Edition | 25

Top 5 Swiss M&A transactions 2013 Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Apr 2013

Power-One Inc

100

United States

ABB Ltd

Switzerland

-

-

1,112

Jul 2013

Schmolz + Bickenbach AG

60

Switzerland

Renova Group of Companies

Russia

-

-

934

Sep 2013

Global Infrastructure and Industry Business (Fläkt Woods)

100

Switzerland

Colfax Corp

United States

Fläkt Woods Group AG

Switzerland

254

Dec 2013

DEK International GmbH

100

Switzerland

ASM Pacific Technology Limited

Hong Kong SAR

Dover Corporation

United States

170

Nov 2013

Tornos Holding AG

67

Switzerland

Walter Fust

Switzerland

-

-

Number and value of deals per year 80

14

70

12

Number of deals

18

10

50

8

40 6

30

4

20 10

2

0

0

2008

2009

2010

Number

2011

2012

2013

14 12 10 8 6 4 0

Q1

Q2 Q3 2011

Q1

Q2 Q3 2012

Q4

Q1

Q2 Q3 2013

Q4

Number of deals per industry sub-sector 2013

33

30

2%

26

24

23

25 20

8%

33%

17 14 11

12

Industrial products & services Electronics (industrial types such as robotics)

12%

12

Manufacturing & machinery

8%

10

Automotives

5 0

Q4

Value (USDbn)

35

Number of deals

16

2

Split of deals by target/buyer/seller 2011 to 2013

15

67

20

Value of deals (USDbn)

60

2007

Value (USDm)

Number of deals per quarter

Number of deals

Announced date

2

3

2

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

Automation 37%

Other


26 | M&A Yearbook – 2014 Edition

Pharmaceuticals & Life Sciences The major players stayed away from mega-deals in favor of ongoing scrutiny of their existing portfolios, as typified by Novartis’s disposal to Grifols. Acquisitions were smaller, bolt-on transactions, such as Roche’s purchase in the US. This trend should endure through 2014, with divestments generating the most notable headlines as firms focus on areas where they have critical scale and/or technological leadership.

Joshua Martin Director, Transaction Services T: +41 58 249 35 76 E: jmartin12@kpmg.com

Tobias Valk Partner, Head of Transaction Services T: +41 58 249 54 61 E: tobiasvalk@kpmg.com

Deal volumes recovered from their 2012 dip to return to levels broadly in line with 2009 to 2011, although deal values in 2013 were generally lower. The continued absence of mega-deals in the Swiss market mirrored developments on a global basis. The more substantial transactions that completed arose largely from ongoing portfolio assessments, as the larger drug makers actively divested in order to focus on their core businesses. One such divestment was 2013’s largest deal in this sector – the sale of Novartis’s blood transfusion diagnostics unit to Spain’s Grifols for USD1.7 billion. Subject to regulatory approval, this transaction is due to complete in the first half of 2014. Novartis also disposed of a small legacy Cardioxane oncology product to Clinigen. Alongside other investors through its venture capital arm, Novartis also successfully sold a genetic vaccines start-up, Okairos, to GSK for EUR250 million. There is much press speculation about the possibility of the group making further disposals in the coming year. An acquisitive mood was not completely absent among Swiss dealmakers, however. Players remained on the lookout for bolt-on acquisitions to strengthen their market presence or deliver complementary technology. One such case was Roche’s purchase of US medical testing service firm Constitution Medical Inc, which at USD220 million bolsters Roche’s haematology offering in its diagnostics business. No review of the Swiss Pharmaceuticals scene would be complete without looking at domestic transactions, which generated a steady deal flow over the year. A particular focus was on private clinics. Genolier reinforced its position as the largest clinic network in the Suisse Romande by acquiring La Providence hospital, and strengthened its position in the Deutschschweiz through its acquisition of Klinik Villa im Park.

Outlook for 2014 The story in 2014 is likely to closely resemble that of the past 12 months. The cleaning up of portfolios is expected to accelerate. Divestments may center on non-core brands and businesses that are beginning to require excessive investment and attention to justify relative earnings to their present owners. This should free up funds and management time to better maintain strong core units, build growth momentum and act on global scale ambitions. Swiss players will meanwhile remain attractive to overseas players seeking to acquire specialist technologies and know-how. Further deals may be observed along the lines of 2013’s acquisition of Endosense and Acino. There are market expectations of further divestments by Novartis, while it, Roche and others remain committed to substantial future growth outside Switzerland by both organic and inorganic means.


M&A Yearbook – 2014 Edition | 27

Top 5 Swiss M&A transactions 2013 Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Nov 2013

Novartis AG (Blood transfusion diagnostics unit)

Switzerland

Grifols SA

Spain

-

-

1,675

Mar 2013

AmerisourceBergen Corp

United States

Walgreen, Alliance Boots

Switzerland

-

-

1,167

Oct 2013

Acino Holding AG

80

Switzerland

Pharma Strategy Partners GmbH; Nordic Capital; Avista Capital Partners LP

Switzerland

-

-

351

Aug 2013 May 2013

Endosense SA

100

Switzerland

St Jude Medical Inc

United States

-

-

334

Okairos AG

100

Switzerland

GlaxoSmithKline PLC

United Kingdom

Life Science Partners, Novartis

Switzerland

324

100

8

Number and value of deals per year 45 40

Number of deals

60

12

50

10

Value of deals (USDbn)

35

40

30 25

30

20 15

20

10 5 0

2007

2008

2009

2010

Number

2011

2012

2013

2

0

0

Number of deals

Q1

Q2 Q3 2011

Q4

Q1

Q2 Q3 2012

Q4

Q1

Q2 Q3 2013

Number of deals per industry sub-sector 2013

12

11

12

26%

10

8

8 4

8

7

4

Pharmaceuticals 45%

4

Medical technology/ lab equipment Other

1

2 0

4

15

14

4

6

10

Split of deals by target/buyer/seller 2011 to 2013

6

8

Value (USDbn)

16

Value (USDm)

Number of deals per quarter

Number of deals

Announced date

-

-

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

29%

Q4


28 | M&A Yearbook – 2014 Edition

Power & Utilities Refocusing of portfolios continued as uncertainty persists over the future of the Swiss energy market and the implementation of the Energy Strategy 2050. Limited activity abroad by Swiss players is expected to continue in the renewable space, while some local electricity operators will further consolidate back-office functions as preparation for full market deregulation.

Sean Peyer Partner, Head of Power & Utilities T: +41 58 249 53 89 E: speyer@kpmg.com

Regulatory changes and planned energy market shifts are giving rise to significant uncertainty over the future direction of an already challenging Swiss energy environment. Questions remain over how the government’s Energy Strategy 2050 will be put into practice, including whether the planned closure of the country’s nuclear power plants will take place as scheduled, and what impact this will have on altering the energy mix further towards renewable sources. The regulatory and commercial pressures are also impacting firms’ balance sheets. Axpo announced an impairment charge for 2013 of CHF760 million. Repower meanwhile confirmed in December 2013 that it will record a one-time impairment charge of around CHF220 million relating to a combination of ongoing power generation projects, long-term contracts and other generation assets. The group also delayed the planned 2013 start of construction on its pump storage facility at Lago Bianco in northern Italy to 2019 at the earliest. This reflects the travails facing Swiss hydro pump storage operators, demand for whose output is being significantly substituted during peak hours by subsidised surplus solar power imported from Germany. Against this backdrop, some of Switzerland’s larger energy businesses are actively reorganizing their extensive portfolios, seeking strategic divestments while considering selected acquisitions to support longer-term objectives. Alpiq sold its stake in Repower to the two primary existing shareholders, Axpo and the canton of Grisons, while SES Holding bid for the remaining 39% of shares in Locarno-based distributor Societe Elettrica Sopracenerina after purchasing the initial 61% from Alpiq. Axpo’s sights appeared firmly set on wind power, acquiring a 49% equity shareholding and shareholder loans in a 48-turbine wind farm portfolio in France with a combined installed capacity of 100MW.

Outlook for 2014 On the back of its purchase of five small run-of-river hydropower plants in Italy from A2A, BKW has re-affirmed its ambition to diversify its portfolio by stepping up investments abroad as well as investing in energy ventures including oil and gas. Alpiq’s ongoing efforts to optimize its portfolio come with its chairman’s commitment to reposition the group strategically. Hydropower will remain a high priority, as will further investment in European renewable energy facilities, which may well see it pursuing acquisition opportunities. At the same time, strategic considerations may give rise to the group planning the divestment of some of its power plants outside Switzerland. Having generated some noise in recent years, Swiss interest in Spain’s solar power industry is likely to be quieter going forward. Despite remaining interested in principle, Swiss investment appetite is dampened by uncertainty in the Spanish energy market, such as that arising from retroactive tariff adjustments. An emerging trend is Swiss firms taking minority stakes in energy consortia in Spain, though we expect this to remain the exception rather than the rule given the relatively high cost compared to investment returns. Closer to home, 2014 is likely to see smaller, local energy firms pursue the sharing of back-office functions in order to manage margins in this tricky and uncertain market.


M&A Yearbook – 2014 Edition | 29

Top 5 Swiss M&A transactions 2013 Announced date

Target

Stake

Dec 2013

Acciona Energy SA (18 wind farms)

Nov 2013

9 wind farms in France

Oct 2013

EDP Renovaveis, SA (9 wind farms portfolio)

May 2013

Societa Elettrica

Jul 2013

CHI.NA.CO Srl

Target country

Bidder

Bidder country

Seller

Seller country

Germany

Swisspower Renewables AG

Switzerland

Addiona Energy SA

-

215

49

France

Axpo Holding AG

Switzerland

Electricidade de Portugal SA (EDP)

Portugal

171

49

France

Axpo Holding AG

Switzerland

-

-

171

61

Switzerland

PRH Holding SA

Switzerland

Alpiq Holding AG

Switzerland

97

Italy

BKW AG

Switzerland

-

-

52

100

100

Number and value of deals per year

Value (USDm)

Number of deals per quarter 4

5

16 14

3

8 2

6 4

1

3 Number of deals

Number of deals

10

Value of deals (USDbn)

4

12

2

1

2

0

0

0 2010

2011

2012

Number

2013

Number of deals

6

6 4

4

4

3

3 2 1 0

Q4

Q1

Q2 Q3 2012

Q4

Q1

Q2 Q3 2013

Remark: Sub-sector data and figures are not available for this sector.

7

7

5

Q2 Q3 2011

Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013

8

Q1

1

1

1

-

-

-

-

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

Q4


30 | M&A Yearbook – 2014 Edition

Private Equity With prevailing market conditions being conducive to Private Equity activity, banks are increasingly favorable to funding buy-outs. As valuation and debt multiples continue to rise, 2014 should see moderate growth in deal volumes driven by substantial undeployed capital, although tempered by ongoing caution.

Life again became more comfortable for fund managers as banks continued to become more flexible in funding buy-outs. While debt levels have not hit 2007 highs, total financing levels of 4.5 times EBITDA are now almost common, and in some instances even exceed 6.0 times EBITDA. Despite easier access to finance and the fact that many firms are sitting on substantial undeployed capital, managers remain selective regarding the acquisitions they pursue. This resulted in moderate deal activity in 2013 combined with intensive competition for attractive assets. An interesting transaction was Capvis’ and Partners Group’s acquisition of VAT Holding, a manufacturer of vacuum valves whose exports are destined largely for Asia and North America. This deal indicates on the one hand that Private Equity is again able to successfully compete for strategically interesting assets and on the other hand that mid-cap funds are willing to consider more creative collaborations to successfully tackle larger transactions and be more innovative in financing arrangements. Partners Group’s subsequent acquisition of Hoffmann Menue from Gilde Buy Out Partners demonstrated its commitment to further strengthen its direct investment business. In an historic first, Swiss drugmaker Acino was taken private by Avista Capital Partners and Nordic Capital. Whether this deal heralds the start of a new trend remains to be seen, although it will have raised awareness among boards and investors of this strategic option and is a reminder that the general legal hurdles to such a transaction in Switzerland are no greater than in many other countries.

Timo Knak Partner, M&A T: +41 58 249 42 04 E: tknak@kpmg.com

Capvis, Equistone and Invision were among the Swiss Private Equity houses that successfully raised new funds in 2013. The focus of these firms on the German, Swiss and Austrian markets suggests generally positive investor sentiment towards the region. A scarcity of suitable prospects in these markets might threaten any substantial growth in deal volumes, however, and might force some houses to look further afield for potential targets.

Tobias Valk Partner, Head of Transaction Services T: +41 58 249 54 61 E: tobiasvalk@kpmg.com

Outlook for 2014 We expect M&A activity to grow gradually over the course of 2014, resulting in a moderate uptick in deal volumes by the end of the year. Persistent caution may be offset by attractive financing terms and funds seeking homes for their newly raised capital. Overall insufficient deal flow, however, may result in many managers starting to look beyond their traditional borders at geographical regions in which they have previously not been active, such as Capvis’ expansion into Italy by acquiring Arena, one of the world’s leading aquatic sports brands. Succession issues among small and mid-sized corporates in Switzerland and its neighbors should help fuel the supply side. In addition, Private Equity portfolios contain some promising assets. Exits in 2014 could result in secondary buy-outs or even IPOs given the continuing climb of stock market values.


M&A Yearbook – 2014 Edition | 31

Top 5 Swiss M&A transactions 2013 Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Apr 2013

Terminal Investment Limited SA

35

Mar 2013

AmerisourceBergen Corp

8

Jul 2013

Schmolz + Bickenbach AG

Oct 2013

Acino Holding AG

Apr 2013

Lonrho Plc

Netherlands

Global Infrastructure Partners

United States

MSC Mediterranean Shipping Company SA

Switzerland

1,929

United States

Walgreen, Alliance Boots

Switzerland

-

-

1,167

60

Switzerland

Renova Group of Companies

Russia

-

-

934

80

Switzerland

Pharma Strategy Partners GmbH; Nordic Capital; Avista Capital Partners LP

Switzerland

-

-

351

United Kingdom

Private Investors: Rainer Marc Frey, Thomas Schmidheiny

Switzerland

-

-

345

100

Number and value of deals per year

Value (USDm)

Number of deals per quarter

100

25

25

20

20

Number of deals

Value of deals (USDbn)

80 70

15

60 50 40

10

30 20

5

Number of deals

90

15 10 5

10 0

2007

2008

2009

2010

Number

2011

2012

2013

0

0

25

22

Number of deals

Q1

Q2 Q3 2012

Q4

Q1

Q2 Q3 2013

18

Number of deals per industry sub-sector 2013

22

Healthcare

20

19

9% 13

14%

Chemicals 5%

13%

10

9% 7

7

Financial Services Industrial Markets Consumer Markets

4

5

23% 1

0

Q4

15

15 10

Q2 Q3 2011

Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013

20

Q1

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

27%

Technology, Media and Telecommunication Other Industries

Q4


32 | M&A Yearbook – 2014 Edition

Technology, Media & Telecommunications Consolidation advanced in media and the cable industry while Swisscom acted to strengthen its position as an outsourcing service provider to banks. Deals in the print industry reflected a continued refocusing on digital media and advertising. This looks set to continue in 2014 together with vertical integration in the Technology market.

Consolidation among Media players centered on the printing industry as firms sought to maintain scale in their core businesses while building presence in digital media and advertising. Two deals illustrate each of these trends: academic journal and newspaper publisher Informa’s divestment of five corporate training businesses to US-based Equity Partners, and Tamedia increasing its stake from 20% to 90.5% in publisher Ziegler Druck and Verlag. With many Technology firms undergoing financial restructuring, acquisition activity was muted, although players remained open to selective deals that support their strategic objectives. Since exiting the ST-Ericsson joint venture, ST Microelectronics is investing attention in strengthening its core product offering and market position. Ascom meanwhile is looking to expand its geographical reach, as demonstrated by its acquisition of Australia-based Integrated Wireless, as well as building its presence in the healthcare sector. upc cablecom led the consolidation of smaller cable companies, buying a 51% stake in Telegeneve subsidiary Naxoo (subject to a referendum in February 2014) and 49% in e-fon, a leading provider of VoIP technology for businesses in Switzerland. Elsewhere in Telecoms, Swisscom bolstered its capabilities as a service provider to the banking industry, expanding its IT operations business and business process outsourcing by acquiring Entris Banking and Entris Operations. It also announced in December 2013 the buy-out of the remaining 40% stake in its processing center for banks, Swisscom IT Services Sourcing, from current minority shareholders.

James Carter Director, Transaction Services T: +41 22 704 15 48 E: jcarter@kpmg.com

Outlook for 2014 We expect print Media to throw up some interesting deals, including Tamedia and Ringier’s planned divestment of Le Temps. The wider shake-up in the print industry will sit alongside ongoing restructuring of advertising in print media, possibly resulting in the streamlining of portfolios and stimulating M&A activity in digital advertising.

Adrian Bieri Director, M&A T: +41 58 249 28 19 E: adrianbieri@kpmg.com

Following a period of restructuring and introspection, 2014 may see Technology players re-energized to pursue growth. Ambitions persist to expand footprints in Asia, though 2014 is likely to be too soon for any significant activity in this regard. Closer to home, further consolidation is expected in IT consulting and in business process outsourcing for banks. SaaS and cloud computing remain hot topics and may generate some transactions, while in the broader software sector firms such as Ascom and Temenos may continue vertical integration efforts as well as opportunistic acquisitions. Attention should be paid to Ascom’s strategy following ZKB’s exit of its 27% stake in the company, and the impact of Blackrock and institutional investors’ influence on the business’s future direction. More generally, an interesting development to watch will be the expected uptick in early stage financing in Swiss technology firms. In Telecoms, the consolidation of cable operators should yield a series of predominantly local transactions, such as the ongoing upc cablecom – Naxoo transaction in Geneva. While other major players may once again actively seek bolton acquisitions, it remains to be seen whether 2013’s return to higher M&A activity in the global Telecoms sector (with deal values exceeding USD250 billion) will influence the Swiss market over the coming year.


M&A Yearbook – 2014 Edition | 33

Top 5 Swiss M&A transactions 2013 Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Jun 2013

Exacq Technologies Inc

100

United States

Tyco International Ltd

Switzerland

-

-

150

Jul 2013

Informa Group plc (five corporate training businesses)

100

Switzerland

Providence Equity Partners LLC

United States

-

-

146

Aug 2013

Sterci SA

100

Switzerland

Bottomline Technologies Inc

United States

Private Investors

Switzerland

120

Sep 2013

Oclaro Switzerland GmbH

100

Switzerland

II-VI Inc

United States

Oclaro Inc.

United States

115

Feb 2013

Softonic International SL

Spain

Partners Group Holding AG

Switzerland

Digital River Inc; Espiga Capital Inversion SG ECR

United States

108

30

Number and value of deals per year 60

10

16

9

14

8

Value of deals (USDbn)

Number of deals

50

7

40

6

30

5 4

20

3 2

10 0

2007

2008

2009

2010

Number

2011

2012

2013

10 8 6 4 2

0

0

Q1

Q2 Q3 2011

Q4

Q1

Q2 Q3 2012

Q4

Q1

Q2 Q3 2013

Number of deals per industry sub-sector 2013

19

18 15

15

16

16

14 12

10

10

11 9

29%

Computers (hard and software)

10

40%

Leisure

8 Telecoms

6 4 2 0

Q4

Value (USDbn)

20

Number of deals

12

1

Split of deals by target/buyer/seller 2011 to 2013

16

Value (USDm)

Number of deals per quarter

Number of deals

Announced date

-

-

-

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

Media/internet

20% 11%


34 | M&A Yearbook – 2014 Edition

Other Industries Ongoing globalization of airport-related services led to further consolidation during 2013. Across many industries, cross-border transactions look set to grow as foreign interest in Swiss targets remains strong and Swiss businesses hunt globally for growth opportunities. In this regard, SGS is and will remain firmly on the acquisition trail.

In Transportation and Logistics, it was airports and related services that led the M&A charge as consolidation gathers pace and many Swiss players pursue foreign assets. Airport operators showed a willingness to enter into partnerships to achieve their growth ambitions, with Flughafen Zuerich, Flughafen Muenchen and others joining forces to win the concession to extend and operate Brazil’s Confins International Airport. The consortium, in which Flughafen Zuerich owns a 24 percent stake, will hold 51 percent of the Brazilian airport company. Swissport meanwhile agreed to buy cargo handler and airport transfer service provider Servisair UK Ltd. 2013 proved to be another quiet year for road haulage and logistics, however, as both Panalpina and Kuehne & Nagel kept their distance from the deal tables. Reinforcing its global footprint, SGS once again ranked among the serial dealmakers in Professional Services, undertaking more than ten smaller transactions around the world, including in China, Brazil, Australia, New Zealand and closer to home in Germany. Perhaps due to the still buoyant Swiss Construction and Real Estate sector, with resultant high levels of activity across the country, the sector yielded comparatively few M&A transactions. Completed deals revolved around portfolio optimization and the building of scale. The world’s two largest cement producers effectively “swapped” assets in order to strengthen existing operations, with Holcim buying Cemex Germany while selling Holcim subsidiary Cesko to Cemex.

Rolf Langenegger Director, Valuation Services T: +41 58 249 42 71 E: rlangenegger@kpmg.com

Outlook for 2014 Optimism in M&A circles appears to be growing as 2014 starts, despite ongoing economic uncertainties in many major foreign markets. Airports and related services look set to remain a key area of activity given the global ambitions and potential acquisition firepower possessed by many industry participants. Swiss technical know-how, together with the country’s macro-economic performance and political and fiscal stability, should sustain healthy levels of foreign interest in acquiring Swiss firms. The supply of targets may be fed by succession issues at small and mid-sized Swiss firms, and there is a chance that succession plans will be brought forward depending on developments in Switzerland and the Eurozone. Outbound interest by Swiss buyers also looks set to stay strong. The best positioned acquirers in 2014 may well be the ones who can pay with their own shares, though this remains to be seen depending on how stock markets move over the course of the year.


M&A Yearbook – 2014 Edition | 35

Top 5 Swiss M&A transactions 2013 Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Jun 2013

SGS SA

15

Switzerland

Serena Sarl (Groupe Bruxelles Lambert SA)

Belgium

EXOR SpA

Italy

2,608

Apr 2013

Terminal Investment Limited SA

35

Netherlands

Global Infrastructure Partners

United States

MSC Mediterranean Shipping Company SA

Switzerland

1,929

Jul 2013

Servisair UK Ltd

100

United Kingdom

Swissport International AG

Switzerland

Derichebourg SA

France

597

Jun 2013

TERTIANUM AG

100

Switzerland

Swiss Prime Site AG

Switzerland

ZKB, Helvetia Holding AG, Swiss Re

Switzerland

530

May 2013

“Skyper” Building

100

Switzerland

Allianz SE

Germany

UBS Fonds

Switzerland

394

Number and value of deals per year 80 70

30

10

25

Value of deals (USDbn)

12

Number of deals

60 8

50 40

6

30

4

20 10 0

2010

2011

2012

Number

2013

20 15 10

2

5

0

0

Q1

Q4

Q4

Q1

Q2 Q3 2013

Q4

4%

30

Real estate

20%

25 18

17 12

18

35%

18

15

12

5

5

Logistics & transportation Professional services

11

10

0

Q2 Q3 2012

Number of deals per industry sub-sector 2013

35

15

Q1

38

40

Number of deals

Q2 Q3 2011

Value (USDbn)

Split of deals by target/buyer/seller 2011 to 2013

20

Value (USDm)

Number of deals per quarter

Number of deals

Announced date

Construction 3

26% 1

2011 2012 2013

2011 2012 2013

2011 2012 2013

2011 2012 2013

Swiss buyer/ Swiss target

Swiss buyer/ Foreign buyer/ Foreign target Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

15%

Other


To pi cs

Fo cu s Levelling off: the price trend for Swiss investment property plateaus In a reversal of fortune after years of continuously rising demand, prices for commercial investment properties are showing signs of weakness. Residential property prices meanwhile continue to climb, though pressure is observed in the luxury apartment segment. Despite this, construction of Swiss real estate continues at high levels, with the risk that supply may outstrip demand in some areas. The Swiss investment property market remains highly active and sought after, continuing to attract investors through solid investment prospects and steady yields. While institutional investors such as insurers and pension funds in particular enjoy individually superior firepower, they are competing against a host of private individuals whose eyes remain fixed on real estate due to ongoing uncertainties in other markets. Demand for apartments in the economic centers is fuelled by stable net immigration into Switzerland of around 80,000 people per annum. Prices are climbing to heights that cause even enthusiastic property investors to shift uncomfortably in their seats and question for how long this trend can endure. Office space: increasingly sub-optimal performance At least that is the picture in Grade A locations. It is starkly different for peripheral areas and for commercial properties more generally. Prices for such properties are losing ground, with sub-indices lying in the negative range. Even in traditionally solid urban locations, demand is heavily impacted by uncertainty in the global economy. Structural transformation in such as the banking industry also plays a part as organizations seek to become leaner, optimizing and centralizing their use of space. Vacancy rates are therefore growing in some areas. The hardest hit properties are in Grade B locations, especially buildings that require high capital expenditure. Increasing marketing periods are observed for older rental space with inflexible layout and sub-optimal accessibility. Even discounts on sale prices are sometimes insufficient to secure interest unless leases contain adequate covenants. Over the medium term, larger units may need to be subdivided into smaller ones for which demand in city centers is more robust. The work involved, however, may not be recovered through higher rents.

Residential property: an unaffordable luxury? Switzerland has performed relatively well economically in recent years. The Suisse Romande in particular has seen an influx of international businesses. This led to an uptick in the construction of expensive apartments, yet prospective clients are now proving unwilling to splash out unnecessarily on high-end price levels. Legal and tax uncertainties due to international negotiations as well as steadily increasing living costs are also causing some multinational corporations to consider whether they might relocate abroad, taking senior management with them. Should this happen, the impact on office vacancy rates and on residential property might be dramatic. At 6.3% and 4.5%, office space availability rates in Geneva and Lausanne are already substantially higher than the Swiss average of 3.4%. Demand for residential properties has shifted also due to selfregulation measures in the financial services industry, which see banks requiring a minimum cash deposit of 10% and amortization of the mortgage to two-thirds of its initial value within 20 years. Further, it is no longer accepted that individual purchasers make extensive use of their pension for this purpose, which hinders the ability of insufficiently cashrich buyers to make up the shortfall. Regulatory impacts Observers also have an eye on what effects Basel III will have on affordability, including discussions to increase the countercyclical capital buffer (CCB), a pre-emptive measure that requires banks to gradually build up capital as imbalances develop in the credit market. Seeking to protect against the consequences of excessive credit growth, such measures increase the cost of providing credit and may cause mortgage rates to rise. Revisions to the Spatial Planning Act may serve to restrict development zones. As well as limiting development rights, a capital gains tax of 20% will be levied on landowners in


M&A Yearbook – 2014 Edition | 37

1,200

2,500

1,000

2,000

800

1,500

600 1,000

400

500

200 0 December

October

November

July

August

June

May

April

March

January

February

0 September

For some, diversification is the name of the game The combined results of these developments on corporate activity are mixed. The perceived scarcity of opportunities in Switzerland has for instance caused Intershop Holding to take a greater interest abroad via its new stake in Corestate Capital, which focuses on German real estate. 2013 saw Swiss Prime Site (SPS) acquire Tertianum, the leading company in the Swiss assisted living segment and elderly care. This purchase strengthens SPS’s role in a segment that features solid earnings stability and above-average growth potential. Swisslife has entered into a pre-purchase agreement for the “The Circle” development project at Zurich airport.

Capital Raising in CHF m

In a further development, the introduction of IFRS13 brings with it much discussion over balance sheet values. The standard requires landlords to appraise the highest and best use of properties, including whether sub-division could yield higher values. However, the overall impact has to date been minor.

Real estate capital raising in Switzerland, 2013 Total Capital Raising YTD in CHF m

affected areas on whose land new construction takes place. Swiss voters have also approved a law to restrict the construction of holiday homes to 20% of residential areas and of an individual commune’s total surface area, heavily impacting touristic areas.

Investment Foundations Equity Real Estate Companies Equity Real Estate Funds Equity Real Estate Companies Debt Total Capital Raising YTD Source: KPMG Real Estate

In a sign that confidence is not an ever-increasing commodity, however, the IPO of Ledermann Immobilien, which holds a focused portfolio in A-grade Zurich locations, was shelved in October 2013. This was seen as an initial indicator of a return of caution, calm and rationality to the Swiss real estate market.

Despite concerns of the heatening real estate market in Switzerland, the last three months of 2013 saw a continuing trend of capital raises in real estate companies, funds and investment foundations, with approximately CHF1.5 billion being raised. Zurich Insurance Group has meanwhile placed a new investment foundation (Immobilien Europa Direkt) with European core and core+ assets and is raising new capital on top of the CHF200 million it already manages. Ulrich Prien Partner, Head of Real Estate T: +41 58 249 62 72 E: uprien@kpmg.com


To pi cs

Fo cu s The Suisse Romande: transforming through M&A The Suisse Romande has in recent years attracted a sharp influx of multinational corporations, helping make it the fastest-growing region in Switzerland economically, and complementing the expansion of its world-renowned luxury goods and precision engineering industries. Regional M&A activity in 2013 was brisk and is expected to increase this year, reflecting the consolidating forces affecting the region’s key industries. Representing around 20% of both Swiss GDP and M&A deal flow, the Suisse Romande has witnessed strong growth in recent years, underscoring its position as a hotbed of activity, innovation and growth. International trade fuels the region’s economy, so it is hardly surprising that the region is home to some of the world’s most famous corporate brands such as Nestlé, Cargill and Richemont. Such companies also generated some of the region’s largest M&A transactions in 2013, with major geographical expansion by Swatch, Philip Morris (PMI) and SGS. The number of multinational corporations in the region has tripled over the past 30 years and is estimated to have contributed 22% of Geneva’s GDP in 2010. These multinational organizations bring with them high-income senior management teams who spend on real estate, discretionary goods and services. It is no coincidence that in the Swiss areas around Lake Geneva, more children attend private schools than in any other part of Switzerland.

handle colossal volumes. Despite forecasts of continued growth, margins in many trading activities are thinning. As a result, business models are shifting as firms seek to occupy key positions in commodity supply chains in a bid to enhance profits. This is resulting in considerable outbound M&A activity with acquisitions from Trafigura and Puma Energy being among the top ten regional transactions of 2013. Watching future growth An equally high profile yet more established industry in the Suisse Romande is watch making and its supply chain. Exports broke the CHF20 billion mark in 2012 for the first time. The sector has been a key export motor for the region for most of the past ten years, prospering from high sales to Asian markets, though growth in Chinese demand is now slowing.

This influx of skills and resources also supports a strong innovative culture. The Suisse Romande is experiencing an unprecedented rise in the number of start-ups, particularly in medtech, biotech, IT and robotics. Lausanne alone saw 102 start-ups set up in the five years to the end of 2012. The sale of Endosense is a testament to the region’s start-up credentials. Set up in Geneva in 2003, this medtech company attracted a price tag of CHF309 million when it was acquired in 2013 by global medtech player St Jude Medical.

Developing out of the foundations of the watch making industry, medtech is widely recognized for its quality and innovation. For both this and the watch industry, the region should continue to benefit from the “Swiss made” label that is synonymous with quality and reliability. Going forward, efforts must be made to determine how to compete most effectively in global markets. Geographical footprint is a key component of success and is reflected in Swatch’s recent acquisition of US-based manufacturer and retailer of diamond watches and jewellery, Harry Winston. Continued consolidation is expected, including vertical integration into component manufacturers.

Global players: a valuable commodity In a remarkable development, commodity houses have moved from a very low base to represent 10% of Geneva’s GDP by 2010. Cargill and Louis-Dreyfus Commodities are now household names due to the substantial media coverage their growth has generated. From 50% of the world’s coffee and sugar trades to 35% of the world’s oil-based transactions, cereals and rice trades, Geneva-based firms

Banking on international success Fundamental change is meanwhile taking place in another of the Suisse Romande’s most pre-eminent industries, private banking. Amid increasingly complex regulations and a dynamic marketplace, banks face challenges to their cost structures and abilities to conduct cross-border business. Long-anticipated consolidation is finally underway. Employing 82% of Switzerland’s private bankers, Geneva will be


M&A Yearbook – 2014 Edition | 39

significantly impacted by any shifts in the industry. Many of its private banks will be active consolidators and will also grow organically to achieve critical mass. Others may enter into liquidation, partly as a result of higher costs arising from the US Tax Program – witness Banks Frey and Wegelin having recently closed their doors – and many more will bring forward their succession plans.

players in areas including commodities, technology and some luxury goods segments are rapidly moving along the supply chain both domestically and internationally. Against a backdrop of ongoing consolidation pressures, concentrating on core competences through the divestment of underperforming or non-core businesses will continue to be a theme that cuts across the region’s industries.

A taxing environment, but substantial opportunities remain The international flavor of the Suisse Romande brings with it challenges as well as opportunities. Given the high number of multinational businesses, events around the world can substantially affect the performance of groups either globally or regionally headquartered in the region. China’s slowdown has led to an approximately one-third decline in that country’s demand for Swiss watches between 2012 and 2013.

Successfully harnessing the dynamism, innovation and appetite for transformational change displayed by many of its industries will help ensure that the Suisse Romande emerges from present challenges even stronger than before.

Most worrying to some in the region, discussions with the EU regarding tax structures might encourage some international headquarters to relocate abroad. The Swiss Corporate Tax Reform III heralds changes to cantonal taxation rules for holding, administrative and mixed companies that have been challenged by the EU. The possible abolition of differentiated taxation of Swiss and foreign sourced income has a potentially considerable impact on Swiss-based multinationals through transfer pricing rules, and is creating fears in Switzerland for longer-term prosperity. A further area of concern is the tax breaks granted to some multinationals when moving into the region. The failure or inability of Swiss authorities to extend such tax arrangements in the mediumterm might further encourage relocations. M&A as a strategic instrument for growth Aside from the satisfactory resolution of such issues, diversification and focus will both be central to future economic resilience. In this, M&A may have a pivotal role to play. Inbound acquisitions bring fresh perspectives, while key

James Carter Director, Transaction Services T: +41 22 704 15 48 E: jcarter@kpmg.com

Joshua Martin Director, Transaction Services T: +41 58 249 35 76 E: jmartin12@kpmg.com


M&A Yearbook – 2014 Edition | 41

List of 2013 Swiss M&A Transactions Chemicals Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Jan 2013

REGULUS GMBH

Germany

Folex AG

Switzerland

-

-

Jan 2013

Asia Stabilizers Co., Ltd

South Korea

Addivant Switzerland GmbH

Switzerland

Great Lakes Chemical (Netherlands) B.V.

Netherlands

15.0

Mar 2013

D PLAST-EFTEC as

Czech Republic

EMS-Chemie Holding AG

Switzerland

-

-

63.3

Apr 2013

Schaetti AG (Majority stake)

Switzerland

Co-Investor AG; Zurmont Madison Private Equity L.P.; F&C Private Equity Trust Plc; Parvilla SAS

Switzerland

Daniel Schaetti (Private investor)

Switzerland

33.0

May 2013

Mitsui ChemicalsPolyacrylonit

100

Japan

Ineos Barex AG

Switzerland

-

-

n/a

Jun 2013

ALBESIANO SISA vernici Srl

100

Italy

Von Roll Holding AG

Switzerland

-

-

n/a

Jun 2013

Quadrant AG

Jun 2013

EPC Groupe-Assets

100

Switzerland

Mitsubishi Plastics Inc

Japan

-

-

n/a

France

Societe Suisse des Explosifs SA

Switzerland

-

-

20.0

Jun 2013

Everbuild Building Products

100

United Kingdom

Sika AG

Switzerland

-

-

n/a

Jun 2013

WEZ Kunststoffwerk AG

100

Switzerland

Plaston Holding AG

Switzerland

Dr. Claus Bressmer (Private Investor)

Switzerland

n/a

Jul 2013

JMTexsa SA de CV

100

Jul 2013

Texsa India Ltd

Jul 2013

Radmix Resources Pty Ltd

Aug 2013

Conica Sports Surfaces

Aug 2013

Building Adhesives (AkzoNobel)

Sep 2013

Imerys SA-Industrial Sites(4)

Sep 2013

100

50 undisclosed

50

Value (USDm) n/a

Mexico

Sika AG

Switzerland

-

-

n/a

-

United Kingdom

Sika AG

Switzerland

-

-

n/a

100

Australia

Sika AG

Switzerland

-

-

9.0

-

Switzerland

Serafin Group

Germany

BASF

Germany

100

Netherlands

Sika AG

Switzerland

-

-

347.9

100

France

Omya AG

Switzerland

-

-

n/a

Jiangsu-Organic pigments

100

China

Clariant AG

Switzerland

-

-

n/a

Oct 2013

Clariant - Detergents, Intermediates Business

100

Switzerland

International Chemical Investors SA

Luxembourg

-

-

63.6

Nov 2013

Clariant AG - Chemikalien für die Lederverarbeitung

100

Switzerland

Wendel Group

France

-

Dec 2013

LCS Optiroc Pte Ltd; LCS Optiroc Sdn Bhd

100

Italy

Sika AG

Switzerland

-

n/a

95.7 -

n/a


42 | M&A Yearbook – 2014 Edition

Commodities Announced date

Target

Jan 2013

Namoi Cotton Co-operative Ltd

Jan 2013

Stake

Target country

Bidder

Bidder country

Seller

Seller country

49

Australia

Louis Dreyfus Commodities B.V.

Switzerland

Namoi Cotton Cooperative Ltd

Australia

Neumann Petroleum Pty Ltd

100

Australia

Puma Energy International BV

Switzerland

-

-

263.7

Feb 2013

Ausfuel Pty Ltd

100

Australia

Puma Energy International BV

Switzerland

-

-

650.4

Feb 2013

Central Combined Group Pty Ltd

100

Australia

Puma Energy International B.V.

Switzerland

-

-

n/a

May 2013

Phillips 66

100

United Kingdom

Vitol Holding B.V.

Switzerland

-

-

n/a

Jun 2013

EcoSecurities Group Plc

100

United Kingdom

Mercuria Energy Group Holding SA

Switzerland

JPMorgan Chase & Co.

United States

n/a

Jun 2013

Badila and Mangara oil fields

25

Chad

Glencore Xstrata plc

Switzerland

Caracal Energy

Canada

Jun 2013

Compania Minera Condestable SA

99

Peru

Southern Peaks Mining LP

Peru

Trafigura Beheer B.V.

Switzerland

Sep 2013

Amromco Energy

-

Romania

Mercuria Energy Group Holding SA

Switzerland

-

-

Oct 2013

MMX Porto Sudeste Ltda

65

Brazil

Trafigura Beheer B.V.

Switzerland

MMX Mineracao e Metalicos SA

Brazil

1,000.0

Oct 2013

Clermont Mine

50

Australia

Glencore Xstrata plc; Sumitomo Corporation

Switzerland

Rio Tinto Limited

Australia

1,015.0

Nov 2013

Rialto Energy (Cote d’Ivoire) Limited

65

Ivory Coast

Vitol E&P Limited

Switzerland

Rialto Energy limited

Australia

n/a

Nov 2013

Armajaro Trading Limited

United Kingdom

Ecom Agroindustrial Corporation Ltd

Switzerland

International Finance Corporation

United States

n/a

Nov 2013

Puma Energy International B.V.

10

Switzerland

Sonangol Holdings LDA

Angola

Trafigura Beheer B.V.

Netherlands

Dec 2013

Redan Petroleum (Pvt) Ltd

-

Zimbabwe

Puma Energy International BV

Switzerland

Tafadzwa Chigumbu (private investor)

Zimbabwe

Dec 2013

Bitumen Business

Australia

Puma Energy International BV

Switzerland

Caltex Australia Ltd

Australia

Dec 2013

Black Sea port terminal

25

Russia

Cargill

Switzerland

-

-

Dec 2013

Mutanda Mining Sarl

15

Democratic Republic of Congo

Glencore Xstrata PLC

Switzerland

High Grade Minerals SA

Panama

430.0

Dec 2013

Bayernoil Raffineriegesellschaft mbH

45

Germany

Varo Energy B.V.

Switzerland

OMV Deutschland GmbH

Germany

547.0

100

100

Value (USDm) 32.0

300.0 n/a 50.0

500.0 20.0 n/a n/a


M&A Yearbook – 2014 Edition | 43

Consumer Markets Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Jan 2013

AVH Dairy Trade BV

Jan 2013

LK International AG

Jan 2013

Harry Winston Inc

70

Netherlands

Emmi AG

Switzerland

-

-

-

Switzerland

Winona Capital Management LLC

United States

-

United States

Swatch Group SA

Switzerland

-

-

Jan 2013

ASM Foods AB Sweden; Carletti A/S (Industrial chocolate and compound production facility)

-

Sweden

Barry Callebaut AG

Switzerland

Carletti A/S

Denmark

Jan 2013

Valora Holding-Wholesale Bus

100

Switzerland

Lekkerland (Schweiz) AG

Switzerland

-

-

n/a

Jan 2013 Feb 2013

Staehler Suisse SA

100

Switzerland

Undisclosed Acquiror

Switzerland

-

-

n/a

Domo Retail SA

100

Romania

Domtech Holding AG

Liechtenstein

Nibur Investment AG

Switzerland

n/a

Feb 2013

Bergsenn AG

100

Switzerland

Mifroma SA

Switzerland

-

-

n/a

Feb 2013

Kaethe Kruse GmbH

Germany

Hape Holding AG

Switzerland

-

-

n/a

Feb 2013

Deliciel AG

100

Switzerland

Haecky Holding AG

Switzerland

-

-

n/a

Feb 2013

Klemme AG

100

Germany

Aryzta AG

Switzerland

-

-

374.8

Feb 2013

David Ormerod Hearing Centres Limited

49

United Kingdom

Boots UK Limited

United Kingdom

Sonova Holding AG

Switzerland

n/a

Feb 2013

PEINE GmbH

100

Germany

Astraia Holding AG

Switzerland

-

-

n/a

Feb 2013

Pamlab LLC

100

United States

Nestle Health Science SA

Switzerland

-

-

n/a

Mar 2013

Nedis BV

100

Netherlands

Dätwyler Holding AG

Switzerland

Koenig Corporate Holding B.V.; Gilad B.V.

Netherlands

n/a

Mar 2013

Natural Distribution Holdings Limited

100

United Kingdom

Argos Soditic SA

Switzerland

-

-

n/a

Mar 2013

GAUTSCHI Spezialitaeten AG

100

Switzerland

HACO AG

Switzerland

Jean Pierre Spichiger (Private Investor)

Switzerland

n/a

Mar 2013

Gautschi Spezialitaeten AG

-

Switzerland

Haco AG

Switzerland

Jean Pierre Spichiger (Priavte Investor)

Switzerland

n/a

Mar 2013

Nutrifrais SA

60

Switzerland

Laiteries Reunies

Switzerland

Emmi AG

Switzerland

n/a

Mar 2013

Gries Deco Company GmbH

Germany

MigrosGenossenschafts-Bund

Switzerland

Horst Gries GmbH & Co. KG

Germany

n/a

Mar 2013

Horatio Myer & Co. Ltd; Hilding Anders UK plc

United Kingdom

Steinhoff UK Holdings Ltd; GT Global Trademark AG

Switzerland

-

-

n/a

Apr 2013

Kaeserei Studer AG

100

Switzerland

Emmi AG

Switzerland

-

-

Apr 2013

Nestle SA (Infant Nutrition Business)

100

Switzerland

Aspen Pharmacare Holdings Limited

South Africa

Nestle SA

Switzerland

Apr 2013

Montres Corum Sarl

100

Switzerland

China Haidian Holdings Ltd

Hong Kong SAR

-

-

May 2013

Rio-Getränkemarkt AG

100

Switzerland

Zihl Verwaltungs AG

Switzerland

Schuler-Beteiligungen GmbH

Germany

May 2013

Lux International AG

75

Switzerland

Eureka Forbes Ltd

India

-

-

May 2013

Lenrianta

80

Russia

Nuance Group AG

Switzerland

-

-

May 2013

Philip Morris Mexico, SA de CV

20

Mexico

Philip Morris International, Inc.

Switzerland

Grupo Carso SA de CV

Mexico

May 2013

Saber Swiss Quality Paper AG

100

Switzerland

Krämer & Schröder Investment GmbH

Germany

-

-

n/a

May 2013

Provimi Kliba AG (Flour Business)

100

Switzerland

Groupe Minoteries SA

Switzerland

Provimi Kilba AG

Switzerland

n/a

Jun 2013

Roventa-Henex SA

-

Switzerland

Findos Investor GmbH

Germany

Argantis GmbH

Germany

n/a

Jun 2013

Schaad Mode AG

100

Switzerland

Be + We Bayard Wartmann AG

Switzerland

-

-

n/a

Jun 2013

Goldlink United Ltd

100

Singapore

USI Group Holdings AG

Switzerland

-

-

154.6

100

-

-

Value (USDm) n/a n/a 1,000.0 36.0

n/a 215.0 84.6 n/a 70.0 n/a 700.0


44 | M&A Yearbook – 2014 Edition

Consumer Markets Announced date

Target

Jun 2013

Eden Springs(Europe)SA

Jun 2013

KADI AG

Jun 2013

Migros Germany GmbH

Jun 2013

Chiquita Brands International Sarl (Fresh Cut Fruit Business)

Jun 2013

Stake

Target country

Bidder

Bidder country

Seller

Seller country

100

Switzerland

Rhone Capital LLC

United States

Mayanot Eden Ltd

Israel

100

Switzerland

Paragon Partners GmbH

Germany

German Equity Partners III LP

Germany

n/a

-

Germany

REWE-ZentralAktiengesellschaft

Germany

Genossenschaft Migros Basel

Switzerland

n/a

-

Switzerland

Hessing Supervers

Netherlands

Chiquita Brands International Sarl

Switzerland

n/a

Valentin Pontresina AG

100

Switzerland

Transgourmet Schweiz AG

Switzerland

-

-

n/a

Jun 2013

Noa Visual Group, S.L.

-

Spain

Porterhouse Capital Limited

Switzerland

Talde Group; Miura Private Equity

Spain

n/a

Jun 2013

SCOTT Sports SA

Switzerland

Youngone Corp

South Korea

-

-

n/a

Jul 2013

Racheli Italia Srl

100

Italy

Emmi AG

Switzerland

-

-

n/a

Jul 2013

Zopag AG

100

Switzerland

Groupe Margot SA

Switzerland

-

-

n/a

Jul 2013

Neocutis SA

Switzerland

Merz Pharma

Germany

Aug 2013

Ilford Imaging Switzerland

100

Switzerland

Investor Group

Switzerland

-

-

n/a

Aug 2013

Carletti A/S-Industrial Produc

100

Denmark

Barry Callebaut AG

Switzerland

-

-

35.8

Aug 2013

Louis Golay International SA

Switzerland

Norinvest Holding SA

Switzerland

-

-

n/a

Sep 2013

Artek Oy

Finland

Vitra AG

Switzerland

-

-

n/a

Sep 2013

Fehr Braunwalder AG

50

Switzerland

Wilhelm Fehr AG

Switzerland

-

-

n/a

Sep 2013

AITA (Arab Investors-TA)

49

United Arab Emirates

Philip Morris International, Inc.

Switzerland

-

-

625.0

Oct 2013

ReSales

100

Germany

Texaid

Switzerland

-

-

n/a

Oct 2013

Schild AG

100

Switzerland

Magazine zum Globus AG

Switzerland

Ernst Goehner Stiftung

Switzerland

n/a

Oct 2013

Baghdadi International AG (nine stores)

100

Switzerland

Loeb Holding AG

Switzerland

Baghdadi International AG

Switzerland

n/a

Nov 2013

FLAWA AG

50

Switzerland

Nicolas Haertsch (Private Investor)

Switzerland

Michele Koller Lehmann(Private Investor)

Switzerland

n/a

Nov 2013

Wolff & Olsen Fashion GmbH & Co. KG

100

Germany

Veldhoven Clothing Holding AG

Switzerland

-

-

n/a

Nov 2013

Praktiker-Max Bahr Stores(24)

100

Germany

Bauhaus AG

Switzerland

-

-

n/a

Nov 2013

Lafuma SA

France

CALIDA Holding AG

Switzerland

-

-

46.4

Dec 2013

Fly (Switzerland) AG; Fly France (10 stores)

100

Switzerland

Conforama SA

France

Fly France

France

Dec 2013

Megapolis Distribution BV

20

Netherlands

Philip Morris International Inc

Switzerland

-

-

750.0

Dec 2013

Hellenic Duty Free Shops SA

49

Greece

Dufry Group

Switzerland

Folli Follie SA

Greece

434.4

Dec 2013

Hofmann-Menue Manufaktur GmbH

-

Germany

Partners Group Holding AG

Switzerland

Glide Buy Out Partners BV

Netherlands

n/a

Dec 2013

Arena Italia SpA

100

Italy

Capvis Equity Partners AG

Switzerland

-

-

n/a

Dec 2013

Hjem-IS A/S

100

Denmark

Viking-Is A/S

Denmark

Nestle SA

Switzerland

n/a

Dec 2013

RS Vertriebs AG (incl. nettoshop.ch)

100

Switzerland

Coop-Gruppe Genossenschaft

Switzerland

-

-

n/a

20

60 100

51

Value (USDm) 320.0

n/a

n/a


M&A Yearbook – 2014 Edition | 45

Financial Services Announced date

Target

Jan 2013

ETF Business (Credit Suisse)

Jan 2013

QFS Asset Management LP

Jan 2013

Fincentrum

Jan 2013

BSI Trust Corp (Singapore) Ltd

Jan 2013

LJ Skye (Majority Stake)

Feb 2013

Centrapriv

Feb 2013

Sparkasse Wiesendangen

Mar 2013

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Switzerland

BlackRock Inc

United States

Credit Suisse Group AG

Switzerland

United States

GAM Group AG

Switzerland

-

-

n/a

Czech Republic

Arx Equity Partners s.r.o.; Capital Dynamics AG; Lubor Zalman (Private Investor)

Switzerland

-

-

52.6

Singapore

Vistra SA

Switzerland

-

-

n/a

-

Switzerland

LJ Group

United Kingdom

-

-

n/a

50

Switzerland

Vistra SA

Switzerland

-

-

n/a

100

Switzerland

acrevis Bank AG

Switzerland

-

-

10.5

Credit Suisse Strategic Partners

Switzerland

Blackstone Group L.P.

United States

Credit Suisse Group AG

Switzerland

n/a

Mar 2013

Fusionierte Gesellschaft Raiffeisenbank Wasseramt Mitte / Zu

Switzerland

Raiffeisenbank Wasseramt Mitte

Switzerland

-

-

n/a

Mar 2013

Morgan Stanley-Wealth Mgmt Bus

100

United Kingdom

Credit Suisse Group AG

Switzerland

Morgan Stanley

United States

n/a

Mar 2013

JO Hambro

63

United Kingdom

Bermuda National Limited

Bermuda

Credit Suisse Group AG

Switzerland

77.6

Apr 2013

AF Bank

Russia

Investor Group

Switzerland

Astana Finance JSC

Kazakhstan

32.2

Apr 2013

Royal Park Investments NV/SA (debt portfolio)

100

Belgium

Credit Suisse Group AG; Lone Star Fund VIII (US), L.P.

Switzerland

Ageas NV; BNP Paribas SA; Government of Belgium

Belgium; France; Belgium

2,998.0

May 2013

Lloyds Banking Group (International PB Business)

100

Switzerland

Union Bancaire Privee{UBP}

Switzerland

Llyods Banking Group Plc

United Kingdom

151.1

Jun 2013

Hyposwiss Privatbank AG Zürich (CEE PB Business)

100

Switzerland

Falcon Private Bank Ltd

Switzerland

St. Galler Kantonalbank

Switzerland

n/a

Jun 2013

Hyposwiss Privatbank AG Zürich (Latin America Business)

100

Switzerland

Banque Privée Espírito Santo

Switzerland

St. Galler Kantonalbank

Switzerland

n/a

Jun 2013

Hyposwiss Private Bank Genève SA

100

Switzerland

Mirelis InvestTrust SA

Switzerland

St. Galler Kantonalbank

Switzerland

n/a

Jul 2013

Vescore Solutions AG

-

Switzerland

TCMG Asset Management AG

Switzerland

-

-

n/a

Aug 2013

Degroof Banque Privée SA

100

Switzerland

Landolt & Cie.

Switzerland

-

-

n/a

Aug 2013

SVG Investment Managers Ltd

100

United Kingdom

Hansa AG

Switzerland

-

-

n/a

Aug 2013

Trinova Invest AG

100

Switzerland

Sallfort Privatbank AG

Switzerland

-

-

n/a

Aug 2013

Banque de Depots et de Gestion SA

100

Switzerland

Banque Cramer & Cie SA

Switzerland

UBI Banca Scpa

Italy

n/a

Aug 2013

Customized Fund Investment Group

100

United States

Grosvenor Capital Management LP

United States

Credit Suisse Group AG

Switzerland

Aug 2013

UBS AG - OTC commodity derivatives business

-

Switzerland

JP Morgan Chase & Co.

United States

-

-

n/a

Sep 2013

LLB(Schweiz)AG-Lugano Branch

100

Switzerland

PKB Privatbank AG

Switzerland

Liechtensteinische Landesbank (Switzerland) AG

Switzerland

n/a

Sep 2013

MIG Bank

100

Switzerland

Swissquote Group Holding AG

Switzerland

-

-

n/a

100 30 -

100

-

Value (USDm) 250.0

200.0


46 | M&A Yearbook – 2014 Edition

Financial Services Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Oct 2013

Absolute Invest AG

Oct 2013

FWD Group Management Holdings

Oct 2013

Solvalor fund management SA

Nov 2013

Nationale Suisse

Nov 2013

Basler Osiguranje Zagreb d.d.; Basler Osiguranja

100

Nov 2013

LCP Libera AG

100

Nov 2013

Sul America SA

15

Nov 2013

DLJ Investment Advisors LP

Nov 2013

WMPartners AG

Nov 2013

New China Life Insurance Co Ltd

41

Switzerland

Alpine Select AG

Switzerland

-

-

70.4

12

Hong Kong SAR

Swiss Reinsurance Co Ltd

Switzerland

-

-

425.0

100

Switzerland

Realstone SA

Switzerland

Vavite Holding SA

Switzerland

-

Switzerland

Schweizerische Mobiliar

Switzerland

-

-

Croatia

UNIQA Versicherungen AG

Austria

Baloise Holding

Switzerland

Switzerland

Paros Capital AG

Switzerland

Lane Clark & Peacock (LCP)

United Kingdom

Brazil

Swiss Re Direct Investments Co Ltd

Switzerland

ING Insurance International BV; Larragoiti Family

Netherlands

334.0

100

United States

Portfolio Advisors LLC

United States

Credit Suisse Group (CS Group)

Switzerland

n/a

100

Switzerland

Julius Baer Group Ltd

Switzerland

Balthasar Meier; Willi Leimer; Heiner Gruter (private investors)

Switzerland

n/a

China

Swiss Reinsurance Co Ltd

Switzerland

Zurich Insurance Co Ltd

Switzerland

493.0

Nov 2013

AKB Privatbank Zuerich AG

100

Switzerland

Privatbank IHAG Zuerich AG

Switzerland

-

-

Dec 2013

E.I.M. SA

100

Switzerland

Gottex Fund Management Holdings Limited

United Kingdom

Arpad Busson (Private Investor)

United Kingdom

Dec 2013

Credit Suisse (German PB Business)

-

Switzerland

Bethmann Bank AG

Germany

Credit Suisse

Switzerland

n/a

Dec 2013

Vivium Assurances

Dec 2013

UBS AG-CEFS International

-

Belgium

Baloise-Holding AG

Switzerland

P&V Assurances

Belgium

n/a

Switzerland

Montagu Private Equity Ltd

United Kingdom

UBS AG

Switzerland

n/a

5

100

Value (USDm)

n/a n/a 102.6 n/a

n/a 33.8


M&A Yearbook – 2014 Edition | 47

Industrial Markets Announced date

Target

Jan 2013

Thermoset, Inc. (Carbon Business assets)

Jan 2013 Jan 2013

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Value (USDm)

100

United States

Sulzer Ltd

Switzerland

Thermoset, Inc.

United States

n/a

Maes SA

100

France

Bühler AG

Switzerland

-

-

n/a

Colibrys SA

100

Switzerland

Safran SA

France

-

-

n/a

Feb 2013

Brunner AG

100

Switzerland

Artum AG

Switzerland

-

-

n/a

Feb 2013

AFG Arbonia-ForsterHolding AG (Refrigeration Technology Business)

100

Switzerland

Metall Zug

Switzerland

AFG Arbonia-ForsterHolding AG

Switzerland

n/a

Feb 2013

BRITZE Elektronik und Gerätebau GmbH

100

Germany

Hadimec AG

Switzerland

-

-

n/a

Feb 2013

Hilpert Electronics AG

100

Switzerland

Artum AG

Switzerland

Pius Essig (Private Investor); Ruedi Ryser (Private Investor)

Switzerland

n/a

Mar 2013

ILAPAK INTERNATIONAL SA

40

Switzerland

IMA Industria Macchine Automatiche SpA

Italy

-

-

11.7

Mar 2013

Cycleurope KA Int SASU

100

France

Intersport PSC Holding AG

Switzerland

-

-

n/a

Mar 2013

Anhui Zhongding Sealtech / Hankook Sealtech

100

China

Dätwyler Holding AG

Switzerland

-

-

63.6

Mar 2013

Boen AS

100

Norway

Bauwerk Parkett AG

Switzerland

Johan G Olsen AS

Norway

n/a

Apr 2013

KWC AG

100

Switzerland

Franke Artemis Management AG

Switzerland

IK Investment Partners Limited

United Kingdom

n/a

Apr 2013

RUAG Mechanical Engineering AG

100

Switzerland

Berghoff Holding GmbH

Germany

Ruag Holding AG

Switzerland

n/a

Apr 2013

Hakama AG

40

Switzerland

INDUS Holding AG

Germany

Marius Haberthur (Private Investor); Fritz Kasper (Private Investor)

Switzerland

n/a

Apr 2013

TECCO GmbH

100

Germany

Ilford Group AG

Switzerland

-

-

n/a

Apr 2013

ALTRATEC Automation GmbH

100

Germany

André Müller, Clemens Ruckstuhl (private investors)

Switzerland

-

-

n/a

Apr 2013

Power-One Inc

100

United States

ABB Ltd

Switzerland

-

-

1,111.5

Apr 2013

Kraft & Bauer

100

Germany

Invision Private Equity AG

Switzerland

Klaus Bauer (Private Investor)

Germany

31.7

Apr 2013

Walter Meier (Klima Deutschland) GmbH

-

Germany

Swegon AB

Sweden

Walter Meier AG

Switzerland

16.5

Apr 2013

Tschantré

-

Switzerland

Tschon, Dominik / Uebersax, Alfred

Switzerland

-

-

n/a

May 2013

LGR Los Gatos Research

100

United States

ABB Ltd

Switzerland

-

-

n/a

May 2013

Hakan Plastik Boru ve Profil Sanayi Ticaret A.S.

90

Turkey

Georg Fischer Piping Systems Ltd

Switzerland

-

-

n/a

May 2013

Schwab Verkehrstechnik AG

100

Switzerland

Faiveley Transport SA

France

Cross Equity Partners AG

Switzerland

n/a

May 2013

Asic Robotics AG

100

Switzerland

STS Management AG, Renaissance PME, SVC-AG

Switzerland

-

-

n/a

Jun 2013

Bühler Thermal Processes AG

-

Switzerland

Cross Equity Partners AG

Switzerland

Buehler AG

Switzerland

n/a

Jun 2013

KCPC- Elevator & Escalators

100

Kuwait

Schindler Holding AG

Switzerland

Kuwait Co. for Process Plant Construction & Contracting KSC

Kuwait

Jun 2013

Pacovske strojirny as

100

Czech Republic

Safichem Group AG

Switzerland

CKD Group

-

48.0

n/a


48 | M&A Yearbook – 2014 Edition

Industrial Markets Announced date

Target

Jun 2013

Portec Group International Inc

Jun 2013

Stake

Target country

Bidder

Bidder country

Seller

Seller country

100

United States

Interroll Holding AG

Switzerland

Intercline Equity Partners

United States

n/a

AFG Arbonia-Forster Holding AG (Forster Precision Steel Tubes business unit)

100

Switzerland

Muhr Und Bender KG

Germany

AFG Arbonia-Forster Holding AG

Switzerland

n/a

Jul 2013

MAHLE Motorkomponenten Schweiz

100

Switzerland

Quantum Kapital AG

Switzerland

Mahle GmbH

Germany

n/a

Jul 2013

Vierte Solar Energy International GmbH & Co. KG (Two Photovoltaics Plants)

-

Italy

Tantris Capital AG

Switzerland

Partenum GmbH & Co. KG

Germany

8.0

Jul 2013

Schmolz + Bickenbach AG

60

Switzerland

Renova Group of Companies

Russia

-

-

934.0

Jul 2013

Alstom SA-Ring Motor Business

100

Spain

ABB Ltd

Switzerland

-

-

n/a

Jul 2013

Invado Sp zoo

100

Poland

Looser Holding AG

Switzerland

-

-

n/a

Aug 2013

Kaiser Optical Systems Inc

100

United States

Endress+Hauser Management AG

Switzerland

Rockwell Collins, Inc.

United States

n/a

Sep 2013

Global Infrastructure and Industry Business (Fläkt Woods)

100

Switzerland

Colfax Corp

United States

Fläkt Woods Group AG

Switzerland

254.2

Sep 2013

Efora Oy

Finland

Stora Enso Oyj

Finland

ABB Ltd

Switzerland

n/a

Sep 2013

MEWAG Maschinenfabrik AG

Switzerland

Daetwyler Holding AG

Switzerland

-

-

n/a

Oct 2013

Fullchamp Technologies Co Ltd

45

Taiwan

Ronal AG

Switzerland

Mayer Steel Pipe Corporation

Taiwan

Oct 2013

Walter Meier AG-Tools Business

100

Switzerland

Tenex Capital Management L.P.

United States

Walter Meier AG

Switzerland

Oct 2013

ELBI Electric International Trade Co

Turkey

ABB Asea Brown Boveri AG

Switzerland

-

Nov 2013

Schöttli AG

100

Switzerland

Husky Injection Molding Systems Ltd

Canada

CGS Management

Switzerland

Nov 2013

Tornos Holding AG

67

Switzerland

Walter Fust

Switzerland

-

-

67.1

Nov 2013

Nexis Fibers AG

45

Switzerland

Accu Holding AG

Switzerland

Nexis Fibers AG

Switzerland

13.2

Nov 2013

Sinar Photography AG

100

Switzerland

Leica Camera AG

Germany

-

-

Dec 2013

DEK International GmbH

100

Switzerland

ASM Pacific Technology Limited

Hong Kong

Dover Corporation

United States

Dec 2013

Alucoil India Pvt. Ltd (production facilities)

-

India

3A Composites Holding AG

Switzerland

Alucoil India Pvt. Ltd

India

Dec 2013

VAT Vakuumventile AG

-

Switzerland

Capvis, Partners Group

Switzerland

-

-

n/a

Dec 2013

Mitsubishi Motors Deutschland

-

Germany

Emil Frey AG

Switzerland

-

-

n/a

49 100

-

Value (USDm)

19.6 n/a n/a n/a

n/a 170.0 11.0


M&A Yearbook – 2014 Edition | 49

Pharmaceuticals & Life Sciences Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Feb 2013

DIESSE Diagnostica Senese SpA

50

Feb 2013

Akinion Pharmaceuticals AB

-

Feb 2013

La Tour Reseau de Soins SA

Feb 2013

Hospital de la Providence

Mar 2013

Albion Medical Holdings Inc

Mar 2013

AmerisourceBergen Corp

Apr 2013

Value (USDm)

Italy

Orphee SA

Switzerland

-

-

20.1

Sweden

b-to-v Partners AG

Switzerland

Karolinska Development AB

Sweden

39.6

100

Switzerland

HDLT Holding SA

Switzerland

Colony Capital , LLC

United States

n/a

-

Switzerland

Genolier Swiss Medical Network SA (GSMN)

Switzerland

-

-

n/a

100

United States

Ares Life Sciences AG

Switzerland

Raymond James Financial, Inc.

United States

n/a

8

United States

Walgreen, Alliance Boots

Switzerland

-

-

1,167.3

Sanofi-Aventis US LLCBrand

100

United States

Covis Pharma Sarl

Switzerland

-

-

n/a

Apr 2013

Planet Biopharmaceuticals Inc

100

United States

Ares Life Sciences AG

Switzerland

-

-

n/a

May 2013

Privatklinik Bethanien

May 2013

Okairos AG

May 2013

Novartis AG (Cardioxane)

Jun 2013

Flowsense Medical Ltd

Jun 2013

Pharmatron AG

Jul 2013

Constitution Medical Investors

Jul 2013

SWISS SMILE SCHWEIZ AG

Jul 2013

Janssen Pharmaceutica NV

Aug 2013

Klinik Villa im Park AG

Aug 2013 Aug 2013

Switzerland

Aevis Holding SA

Switzerland

-

-

100

Switzerland

GlaxoSmithKline PLC

United Kingdom

Life Science Partners, Novartis

Switzerland

323.6

n/a

-

Switzerland

Clinigen Group Plc

United Kingdom

Novartis AG

Switzerland

33.0

100

Israel

Baxter Healthcare SA

Switzerland

-

-

7.0

100

Switzerland

Sotax AG

Switzerland

-

-

15.0

100

United States

Roche Holding AG

Switzerland

Warburg Pincus

United States

-

Switzerland

EQT Partners BV

Sweden

Bellevue Asset Management AG

Switzerland

-

Belgium

Eumedica Pharmaceuticals A.G.

Switzerland

Johnson & Johnson

United States

25.0

100

Switzerland

Genolier Swiss Medical Network SA

Switzerland

-

-

23.0

Endosense SA

100

Switzerland

St Jude Medical Inc

United States

-

-

334.5

Ceptaris Therapeutics

100

United States

Actelion Ltd

Switzerland

-

Aug 2013

RIWISA AG

100

Switzerland

Flextronics International Ltd

Singapore

-

-

n/a

Sep 2013

Jetter AG

-

Germany

Bucher Industries AG

Switzerland

-

-

18.0

Sep 2013

Biomnis SA

-

France

AXA Private Equity; Partners Group Holding; Bio Alfras

Switzerland

Duke Street LLP

United Kingdom

Oct 2013

Acino Holding AG

80

Switzerland

Pharma Strategy Partners GmbH; Nordic Capital; Avista Capital Partners LP

Switzerland

-

-

350.7

Oct 2013

Medentika GmbH

51

Germany

Instramed AG

Switzerland

-

-

43.5

Oct 2013

Createch Medical SL

30

Spain

Straumann Holding AG

Switzerland

-

-

0.0

Oct 2013

Finox AG

100

Switzerland

BV Holding AG

Switzerland

-

Oct 2013

Schmerzklinik Basel

-

Switzerland

Genolier Swiss Medical Network (GSMN)

Switzerland

Nov 2013

Anteis SA

100

Switzerland

Merz Pharma GmbH & Co KGaA

Germany

BB Biotech Ventures G.P.

Switzerland

Nov 2013

Cisbio Bioassays

100

France

Argos Soditic SA

Switzerland

Ion Beam Applications SA

Belgium

Nov 2013

Correvio International Sarl

100

Switzerland

Cardiome Pharma Corp

Canada

-

-

Nov 2013

Novartis AG (Blood transfusion diagnostics unit)

100

Switzerland

Grifols SA

Spain

-

220.0 n/a

246.6

n/a

9.3 n/a n/a 25.0 23.8 1,675.0


50 | M&A Yearbook – 2014 Edition

Power & Utilities Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

May 2013

BEC AG

May 2013

Societa Elettrica

Jun 2013

Solarparc AG-Wind Farm Portfolio

100

Jul 2013

CHI.NA.CO Srl

100

Aug 2013

LeclanchĂŠ SA

41

Switzerland

AEW Energie AG

Switzerland

Industrielle Werke Basel (IWB)

Switzerland

n/a

61

Switzerland

PRH Holding SA

Switzerland

Alpiq Holding AG

Switzerland

97.5

Germany

B Capital Partners

Switzerland

-

-

n/a

Italy

BKW AG

Switzerland

-

-

51.5

Switzerland

Bruellan Corporate

Cayman Islands

-

Aug 2013

Enertrag-Wind Farm Portfolio

France

EKZ Renewables AG

Switzerland

-

-

Aug 2013

Edisun Power AG

Oct 2013

EDP Renovaveis, SA (9 wind farms portfolio)

49

Switzerland

BE Netz AG

Switzerland

-

-

n/a

France

Axpo Holding AG

Switzerland

-

-

171.0

Nov 2013

9 Windparks in Frankreich

49

France

Axpo Holding AG

Switzerland

Electricidade de Portugal SA (EDP)

Portugal

171.1

Dec 2013

Alpiq Holding Ltd Monthel industrial power station

-

Switzerland

Cimo Compagnie industrielle de Monthey SA

Switzerland

Alpiq Holding Ltd

Switzerland

Dec 2013

Acciona Energy SA (18 Wind farms)

Germany

Swisspower Renewables AG

Switzerland

Addiona Energy SA

-

Target country

Bidder

Bidder country

Seller

Seller country

Switzerland

Capvis Equity III LP

Switzerland

-

-

n/a

Denmark

Tamedia AG

Switzerland

-

-

n/a

Switzerland

The RS Holding

Italy

-

-

n/a

70 100

100

Value (USDm)

n/a n/a

n/a

215.0

Technology, Media & Telecommunications Announced date

Target

Stake

Jan 2013

nicko tours AG

Jan 2013

Metro Danmark A/S

Feb 2013

Kuoni Reisen Italy

Feb 2013

Scalaris AG

100

Switzerland

Schweizerische Post

Switzerland

-

-

n/a

Feb 2013

Entris IT Outsourcing

100

Switzerland

Swisscom IT Services AG

Switzerland

-

-

n/a

Feb 2013

The Sage Group Plc (C&I, ATL, Automotive and Aytos product suites)

United Kingdom

Argos Soditic SA

Switzerland

The Sage Group Plc

United Kingdom

44.4

Feb 2013

Softonic International SL

Spain

Partners Group Holding AG

Switzerland

Digital River Inc

United States

107.7

Mar 2013

Orell Fuessli-Book Retailing

100

Switzerland

Thalia Buecher AG-Book Retailing Business

Switzerland

-

-

n/a

Apr 2013

TalkTalk Telecom GmbH

100

Switzerland

mobilezone holding AG

Switzerland

The Phone House Holding (UK)

United Kingdom

n/a

May 2013

Sedna Informatik AG

100

Switzerland

Bechtle AG

Germany

-

May 2013

MCI Group Holding SA

-

Switzerland

Winch Capital 2 FCPR

France

-

-

May 2013

Naxoo

-

Switzerland

upc cablecom Holdings GmbH

Switzerland

Kanton Geneva

Switzerland

60.0

Jun 2013

Entris Operations AG

100

Switzerland

Swisscom IT Services AG

Switzerland

Berner Kantonalbank; RBA-Holding AG

Switzerland

n/a

Jun 2013

IQS Avantiq AG

100

Switzerland

Wolters Kluwer Corporate Legal Services

United States

Brigitta Best (Private Investor); Larissa Best (Private Investor)

Switzerland

12.0

Jun 2013

Hybris AG

100

Switzerland

Systeme Anwendungen Produkte AG{SAP AG}

Germany

Meritech Capital Partnerrs; HGGC, LLC; Greylock Israel

United States; United States; Israel

100

-

30

Value (USDm)

n/a n/a

n/a


M&A Yearbook – 2014 Edition | 51

Technology, Media & Telecommunications Announced date

Target

Jun 2013

Exacq Technologies Inc

Jun 2013

Globetrotter Travel Service AG

Jun 2013

Stake

Target country

Bidder

Bidder country

Seller

Seller country

United States

Tyco International Ltd

Switzerland

-

-

150.0

-

Switzerland

Diethelm Keller Holding AG

Switzerland

-

-

n/a

Mimacom AG

100

Switzerland

Management Vehicle

Switzerland

-

-

n/a

Jul 2013

Lebara GmbH

100

Switzerland

Sunrise Communications AG

Switzerland

-

-

n/a

Jul 2013

Informa Group plc (five corporate training businesses)

100

Switzerland

Providence Equity Partners LLC

United States

-

-

145.6

Jul 2013

Indra Sistemas SA

-

Spain

Springwater Capital LLC,Geneva

Switzerland

Indra Sistemas SA

Spain

23.0

Jul 2013

Delion Communications SLU

100

Spain

Springwater Capital LLC,Geneva

Switzerland

-

-

22.5

Aug 2013

Sterci SA

100

Switzerland

Bottomline Technologies Inc

United States

Private Investors

Switzerland

Aug 2013

Ziegler Druck- und Verlags-AG

71

Switzerland

Tamedia AG

Switzerland

-

-

Sep 2013

Oclaro Switzerland GmbH

100

Switzerland

II-VI Inc

United States

Oclaro Inc.

United States

Sep 2013

e-fon AG

-

Switzerland

upc cablecom GmbH

Switzerland

-

-

15.0

Nov 2013

Digital Window Limited

United Kingdom

Zanox.de AG

Switzerland

-

-

n/a

Nov 2013

Pargroup Holding AG

-

Switzerland

AB Arkas Beteiligungs AG

Switzerland

-

-

11.0

Dec 2013

Swissvoice AG

100

Switzerland

invoxia SAS

France

Oristano Holdings Ltd

Switzerland

n/a

Dec 2013

DL-Groupe GMG SA

67

Switzerland

Swisscom AG

Switzerland

-

-

n/a

Dec 2013

Swisscom IT Services Sourcing AG

40

Switzerland

Swisscom AG

Switzerland

Basellandschaftliche Kantonalbank (BLKB); Basler Kantonalbank AG

Switzerland

n/a

Dec 2013

Victoria-Jungfrau Collection AG

100

Switzerland

Swiss Private Hotel AG

Switzerland

-

-

93.0

Dec 2013

Compudata AG

100

Switzerland

The Descartes Systems Group Inc

Canada

-

-

17.9

Dec 2013

Integrated Wireless Pty Ltd

100

Australia

Ascom Holding AG

Switzerland

-

-

8.9

Dec 2013

Sarenet SA

Spain

Springwater Capital LLC

Switzerland

Vocento SA

Spain

100

50

80

Value (USDm)

120.2 54.1 115.0

18.9


52 | M&A Yearbook – 2014 Edition

Other Industries Announced date

Target

Jan 2013

Rue d’Italie/Rue de Rive, Geneva

Jan 2013

Safcomar Overseas SA (Majority Stake)

Jan 2013

ITX SA

Jan 2013

InoTex Bern AG

Feb 2013

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Value (USDm)

100

Switzerland

Swisslife

Switzerland

Private Investor

Switzerland

n/a

-

Switzerland

SDV International Logistics

France

-

-

n/a 23.9

-

Switzerland

Milestone Capital Inc

United States

-

-

100

Switzerland

Elis SA

France

-

-

n/a

German Real Estate Portfolio

-

Switzerland

Investorengruppe D

Germany

Corestate Capital AG

-

330.4

Mar 2013

Scotrenewables Tidal Power Ltd

-

United Kingdom

ABB Ltd

Switzerland

-

-

12.0

Mar 2013

Immofinanz AG

Mar 2013

Pest Control operations in 12 countries (ISS)

Apr 2013

Austria

Helvetia Holding AG

Switzerland

-

Switzerland

Anticimex AB

Sweden

ISS A.S

Denmark

n/a

Terminal Investment Limited SA

35

Netherlands

Global Infrastructure Partners

United States

MSC Mediterranean Shipping Company SA

Switzerland

Apr 2013

Hotel Kempinski, St. Moritz

100

Switzerland

International Investor Group

n/a

Immofinanz Gruppe

Austria

Apr 2013

USG People NV (General Staffing activities in six countries)

-

Switzerland

Randstad Holding NV

Netherlands

USG People NV

Netherlands

Apr 2013

Vetropack Holding SA

-

Apr 2013

Lonrho Plc

May 2013

German Real Estate Portfolio

May 2013

Enger Engenharia SA

May 2013

Kardex AG-Stow Division

May 2013

“Skyper” Building

Jun 2013

SGS SA

Jun 2013

347.5 1,929.0 n/a 26.0

Switzerland

Unbekannt

Switzerland

-

-

n/a

100

United Kingdom

Private Investors: Rainer Marc Frey, Thomas Schmidheiny

Switzerland

-

-

345.0

-

Germany

Corestate Capital AG

Switzerland

-

-

373.0

100

Brazil

SGS SA

Switzerland

-

-

330.4

100

Switzerland

Averys SA

France

-

-

105.2

100

Switzerland

Allianz SE

Germany

UBS Fonds

Switzerland

15

Switzerland

Serena Sarl (Groupe Bruxelles Lambert SA)

Belgium

EXOR SpA

Italy

TERTIANUM AG

100

Switzerland

Swiss Prime Site AG

Switzerland

"ZKB, Helvetia Holding AG, Swiss Re”

Switzerland

Jun 2013

Ingen Ideas Ltd

100

United Kingdom

Foster Wheeler AG

Switzerland

-

-

n/a

Jun 2013

Keramikland ZG AG

100

Switzerland

Tobler Haustechnik AG

Switzerland

-

-

n/a

Jul 2013

Eidgenoss ZKB, Zurich

100

Switzerland

Swisslife

Switzerland

ZKB

Switzerland

n/a

Jul 2013

Quai Wilson 37, Geneva

100

Switzerland

Crest Switzerland Ltd

Cayman Islands

Pro-Mond SA

Switzerland

Jul 2013

Servisair UK Ltd

100

United Kingdom

Swissport International AG

Switzerland

Derichebourg SA

France

Jul 2013

Westcenter,St Gallen

100

Switzerland

ACRON AG

Switzerland

-

-

65.6

Aug 2013

Da Vinci Market Central

100

Italy

GWM Group

Switzerland

-

-

174.0

Aug 2013

Pyromex Holding AG

70

Switzerland

PowerHouse Energy Group PLC

United Kingdom

-

-

82.2

Aug 2013

Giger-Uwa AG

100

Switzerland

Zindel + Co AG

Switzerland

-

-

n/a

Sep 2013

GRETAG AG, Regensdorf

100

Switzerland

Peach Property

Switzerland

GRETAG AG

Switzerland

Sep 2013

PharmaFocus AG

50

Switzerland

NOWEDA eG Apothekergenossenschaft

Germany

-

-

13.0

Sep 2013

Cemex Deutschland AG

-

United States

Holcim Ltd

Switzerland

Cemex SA

-

92.5

Sep 2013

Holcim Ltd (Operations Spain)

-

Switzerland

Cemex S.A.B. de CV

Mexico

-

-

n/a

Sep 2013

Knorr Technik GmbH

100

Austria

Montana Tech Components AG

Switzerland

-

-

n/a

Sep 2013

de Rham SA

100

Switzerland

Investor Group

Switzerland

-

-

n/a

393.9 2,607.6 530.0

n/a 596.9

n/a


M&A Yearbook – 2014 Edition | 53

Other Industries Announced date

Target

Stake

Target country

Bidder

Bidder country

Seller

Seller country

Sep 2013

R. Häsler AG

Oct 2013

Zentrum Wallisellen

Switzerland

Investor Group

Switzerland

-

-

Germany

Credit Suisse Real Estate Fund Hospitality

Switzerland

Allreal Holding AG

Switzerland

Oct 2013

Gategroup Holding AG

100

Switzerland

LSG Sky Chefs AG

Germany

-

-

n/a

Oct 2013

SkyWork Airlines AG

Nov 2013

VM Verkehrsgesellschaft Mittelhessen GmbH; Verkehrsgesellschaft Werner GmbH & Co. KG; Abellio Leasing GmbH

100

40

Switzerland

MHS Aviation GmbH

Germany

-

-

n/a

Germany

Transport Capital AG

Switzerland

Abellio GmbH

Germany

n/a

Nov 2013

Nussbaumer Bauunternehmung AG

100

Switzerland

Frutiger AG

Switzerland

-

-

n/a

Nov 2013

Adam Grant Bldg, SF, Cal

Nov 2013

Darwin Airline SA

100

Nov 2013 Dec 2013 Dec 2013

Projektgesellschaft The Circle

Dec 2013

Dresser Bach AG

100 -

Value (USDm) n/a 134.8

United States

Credit Suisse Group AG

Switzerland

-

-

108.0

33

Switzerland

Etihad Airways PJSC

United Arab Emirates

-

-

n/a

Voith Railservices BV

100

Netherlands

Stadler Rail AG

Switzerland

-

-

n/a

HVK Family Office Services BV

100

Netherlands

Vistra SA

Switzerland

-

-

n/a

49

Switzerland

Swiss Life Holding AG

Switzerland

Flughafen Zürich AG (Unique)

Switzerland

n/a

100

Switzerland

KSW Elektro- und Industrieanlagenbau GmbH

Austria

Wayne

United States

n/a


54 | M&A Yearbook – 2013 Edition

M&A Group KPMG’s M&A Group comprises professionals from the Mergers & Acquisitions, Transaction Services, Valuation & Financial Modelling Services, Real Estate and Restructuring teams as well as Legal and Tax experts. Working seamlessly in multi-skilled teams, we help clients cut through the complexity of their transactional and restructuring needs.

Mergers & Acquisitions

While acquisitions, sales of businesses and strategic co-operation agreements between companies represent opportunities for the future, they are also among the riskiest corporate decisions. Our goal is to achieve security in transactions and efficient transaction management for our clients. Professional corporate finance advice, sector competence and interdisciplinary know-how are the keys to successful transactions. KPMG’s Mergers & Acquisitions team can support right from planning and structuring the entire acquisition strategy through to closing the deal.

Transaction Services

The Transaction Services team helps clients preserve and create value through planning and delivering successful transactions. When clients wish to acquire or dispose of assets or undertake an initial public offering, we can help by highlighting the value drivers, risks and opportunities in the deal that may affect valuation, negotiation, capitalisation and integration or separation of the asset. We remain involved throughout the deal’s life cycle, helping develop appropriate accounting, finance, and tax structures, as well as advising on post-deal and integration strategies.

Valuation & Financial Modelling Services

Getting the valuation right is key to successfully realizing value from M&A transactions. Our expert team performs valuations of business entities, intellectual property and intangible assets, as well as financial instruments. These can be provided in the context of mergers, acquisitions and dispositions, taxation planning and compliance, financial reporting, bankruptcy and reorganization, litigation and dispute resolution, and strategic planning. We aid acquirers in their increasing focus on valuation as a basis to drive post-close value by assisting them to maximize strategic flexibility and to actively minimize risk.

Real Estate

Real estate can be a dynamic and productive asset. A truly holistic approach is critical to securing the long-term economic performance of properties – an approach that gathers and integrates know-how from the areas of construction, management, taxes and law. Real estate transactions and valuation services form a key part of our function.


M&A Yearbook – 2013 Edition | 55

Restructuring

When a company’s value is threatened, our Restructuring team can help identify ways around or out of a stressful situation. Working with lenders, stakeholders and all levels of management, our professionals plan and deliver restructuring measures that can improve cash flow, profit & loss and corporate balance sheets and help pave the way for successful corporate turnarounds.

Legal

KPMG in Switzerland employs some 50 qualified lawyers, many of whom have completed postgraduate or advanced training abroad. Three main areas reflect the Legal practice’s basic structure – Corporate Law, Legal Financial Services and M&A – supplemented by Legal People Services. The Legal services encompass all major areas of business law. A multidisciplinary approach is indispensable when complex corporate and legal issues or other significant factors such as tax, performance & technology, transaction & restructuring and risk & compliance also need to be analyzed.

Tax

Virtually every entrepreneurial decision produces tax effects. There hardly is a corporate domain that does not face tax issues. KPMG regards the improvement of tax structures and the operational sequence relevant for taxation from an entrepreneurial perspective. A holistic approach enables potential to be fully utilized within the local jurisdiction. KPMG’s Tax practice covers all relevant areas – Corporate and Financial Services Tax, Indirect Tax, Transfer Pricing, International Private Clients, International Executives Services, Intellectual Property/Data Law and more.

Contact us: Patrik Kerler KPMG AG Partner, Head of M&A Badenerstrasse 172 T: +41 58 249 42 02 P.O. Box 1872 E: pkerler@kpmg.com 8026 Zurich 

kpmg.ch


We thank all our clients for their trust

SMA und Partner AG

InoTex Bern AG

Winona Capital Management

Edmond De Rothschild

KPMG Corporate Finance

KPMG Corporate Finance

KPMG’s Transaction Services

KPMG’s Transaction Services

acted as sole M&A lead advisor to management on the management buy-out of SME und Partner AG

acted as sole M&A lead advisor to the shareholders of InoTex Bern AG on the disposal of 100% of the shares to Elis SA

advised Winona Capital Management on its acquisition of an equity investment in KJUS

advised Banca Privata Edmond de Rothschild Lugano SA on its acquisition of Sella Bank AG with financial, regulatory, legal and tax due diligence as well as SPA assistance

January 2013

January 2013

January 2013

February 2013

Paragon Partners GmbH

Cross

Syngenta Crop Protection AG

Sallfort Privatbank AG

KPMG’s Transaction Services

KPMG’s Transaction Services

KPMG’s Transaction Services

KPMG Corporate Finance

provided Paragon Partners GmbH with financial and tax due diligence assistance in connection with its acquisition of KADI AG

provided Cross with financial, tax and IT due diligence as well as SPA advice and structuring assistance in connection with its acquisition of Bühler Thermal Processes AG

provided Syngenta with accounting and tax due diligence advice in connection with its acquisition of MRI Seed Zambia and MRI Agro

acted as sole financial advisor to Sallfort Privatbank AG on its acquisition of Trinova Invest AG

June 2013

June 2013

July 2013

August 2013

Walter Meier AG

Sika AG

|C|G|S| Management giesinger gloor lanz & co.

Novartis

KPMG Corporate Finance

KPMG’s Transaction & Valuation Services

KPMG’s Transaction Services

KPMG’s Transaction Services

advised |C|G|S| Management on its acquisition of Hess Group with financial and tax due diligence

provided Novartis with vendor assistance services and SPA advice in connection with the divesture of its blood transfusion diagnostics unit to Grifols

November 2013

November 2013

acted as financial advisor to Walter Meier AG on the divestiture of Walter Meier Tools to Tenex Capital Management

October 2013

provided Sika AG with financial, tax and pension due diligence as well as valuations advice on its acquisition of AkzoNobel’s building adhesives business October 2013


Gruner AG

Walter Meier AG

ABB Asea Brown Boveri Ltd

Swiss Life

KPMG’s Transaction Services

KPMG Corporate Finance

KPMG’s Transaction Services

provided Gruner AG with financial, tax and legal due diligence in addition to SPA advice in connection with its acquisition of a majority stake in Stucky SA

acted as sole financial advisor to Walter Meier AG on the sale of its German wholesale air conditioning business, Walter Meier (Klima Deutschland) GmbH, to Swegon AB

provided ABB with financial and tax due diligence in connection with its acquisition of Power-One Inc.

KPMG Valuation & Financial Modelling Services

February 2013

April 2013

April 2013

May 2013

Hansa Aktiengesellschaft

EQT

Liechtensteinische Landesbank

SK Capital

KPMG’s Transaction Services

KPMG’s Transaction Services

KPMG Corporate Finance

KPMG’s Transaction Services

advised Hansa Aktiengesellschaft on their acquisition of SVG Investment Managers Limited with financial and tax due diligence

provided EQT with financial and tax due diligence in connection with its acquisition of a significant minority stake in dental chain swiss smile

acted as sole M&A lead advisor to LLB Group on the disposal of its Lugano branch to PKB Privatbank

provided SK Capital with financial, pension and tax due diligence as well as SPA and tax structuring advice in connection with its acquisition of Archroma (Textile Chemicals, Paper Specialties and Emulsions businesses) from Clariant

August 2013

August 2013

September 2013

September 2013

Ascom

Capvis and Partners Group

Hyposwiss Holding

Syngenta Crop Protection AG

KPMG’s Transaction Services

KPMG’s Transaction Services

provided financial and tax due diligence advice to Ascom in connection with its acquisition of Integrated Wireless Pty. Ltd and Integrated Wireless Software Pty. Ltd

provided Capvis and Partners Group with financial, pension, tax and IT due diligence as well as SPA and tax structuring advice in connection with their acquisition of VAT Group

KPMG Valuation & Financial Modelling Services

KPMG Valuation & Financial Modelling Services

performed an annual valuation analysis for Hyposwiss Privatbank Zürich and Hyposwiss Private Bank Genève in the scope of an employee benefit plan

advised Syngenta on its integration of Devgen NV for accounting and tax purposes, providing valuations of assets, intellectual property and legal entities

December 2013

December 2013

2009 – 2013

2012 / 2013

provided expert opinions for five entities as part of a planned reorganization of the former AWD group

Hansa Aktiengesellschaft


58 | M&A Yearbook – 2014 Edition

We thank all our clients for their trust

Pension fund of Philips AG Zurich OC Oerlikon Management AG

Pension fund of Philips AG Zurich

Zurich

La Mobilière Assurances & prévoyance

KPMG’s M&A Tax Services

KPMG’s Real Estate Group

KPMG’s Real Estate Group

KPMG’s Real Estate Group

advised OC Oerlikon Management AG on tax aspects, including pre-deal structuring, share purchase agreement and transaction execution, on the sale of its natural fibers and textile components businesses to China’s Jinsheng Group

advised the pension fund of Philips AG on the sale of a residential property portfolio in the Zurich economic area

advised Zurich Insurance Group on the sale of a residential property portfolio in the north-western area of Switzerland

advised Schweizerische Mobiliar Asset Management AG on the sale of a commercial property in the CBD of Lausanne

2012 / 2013

2013

2013

2013

Migros-Pensionskasse

Centralway

KPMG’s Real Estate Group

KPMG Valuation & Financial Modelling Services

advised Migros-Pensionskasse on the sale of a shopping center in the Zurich economic area

2013

provided an expert opinion on the valuation of certain portfolio companies

2013 ongoing


Contact us:

Stefan Pfister Partner, Head of Advisory T: +41 58 249 54 16 E: stefanpfister@kpmg.com

Peter Dauwalder Partner, Head of Transactions & Restructuring T: +41 58 249 41 80 E: pdauwalder@kpmg.com

Patrik Kerler Partner, Head of M&A T: +41 58 249 42 02 E: pkerler@kpmg.com

Adrian Bieri Director, M&A T: +41 58 249 28 19 E: adrianbieri@kpmg.com

James Carter Director, Transaction Services T: +41 22 704 15 48 E: jcarter@kpmg.com

Bryan DeBlanc Partner, Transaction Services T: +41 58 249 29 44 E: bryandeblanc@kpmg.com

Christian Hintermann Partner, Head of Transactions & Restructuring Financial Services T: +41 58 249 29 83 E: chintermann@kpmg.com

Timo Knak Partner, M&A T: +41 58 249 42 04 E: tknak@kpmg.com

Rolf Langenegger Director, Valuation Services T: +41 58 249 42 71 E: rlangenegger@kpmg.com

Joshua Martin Director, Transaction Services T: +41 58 249 35 76 E: jmartin12@kpmg.com

Sean Peyer Partner, Head of Power & Utilities T: +41 58 249 53 89 E: speyer@kpmg.com

Johannes Post Partner, Head of Valuation & Financial Modelling Services T: +41 58 249 35 92 E: jpost@kpmg.com

Ulrich Prien Partner, Head of Real Estate T: +41 58 249 62 72 E: uprien@kpmg.com

Patrick Schaub Senior Manager, Transaction Services T: +41 58 249 42 17 E: pschaub@kpmg.com

Beat Seger Partner, Real Estate M&A T: +41 58 249 29 46 E: bseger@kpmg.com

Tobias Valk Partner, Head of Transaction Services T: +41 58 249 54 61 E: tobiasvalk@kpmg.com

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M&A Yearbook 2014 Edition