M&A Yearbook 2013 Edition

M&A Yearbook2013 Edition

KPMG’s overview of mergers and acquisitions

in Switzerland in 2012 and outlook for 2013

2 | M&A Yearbook – 2013 Edition

Caveat

This study is based on the University of St. Gallen’s M&A DATABASE and KPMG desktop research, focusing on deals announced in 2012 but also providing historical data drawn from previous editions of the Yearbook. The consideration of individual transactions and their allocation to specific industry segments are based on our judgment and are thus subjective. We have not been able to extensively verify all data and cannot be held responsible for the absolute accuracy and completeness thereof. Analysis of different data sources and data sets may yield deviating results. Historical data may differ from earlier editions of this Yearbook as databases are updated retroactively for lapsed deals or for transactions that were not made public at that given time; we have also aligned some of the selection parameters and industry segmentation more closely to those applied by the M&A DATABASE, which can also lead to differences in historical data representation. The following notes pertain to data contained in this M&A Yearbook:

• Deals are included where the deal value is equal to or greater than the equivalent of USD 7 million

• Value data provided in the various charts represents the aggregate value of the deals for which a value was stated. Please note that values are disclosed for approximately 50% of all deals

• Where no deal value was disclosed, deals are included if the turnover of the target is equal to or greater than the equivalent of USD 14 million

• Deals are included where a stake of greater than 30% has been acquired in the target. If the stake acquired is less than 30%, the deal is included if the value is equal to or exceeds the equivalent of USD 140 million

• Deals are included in their respective industry sections based on the industry of the target business

• All deals included have been announced but may not necessarily have closed

• Activities excluded from the data include restructurings where ultimate shareholders’ interests are not affected

The M&A REVIEW and the M&A DATABASE are two valuable sources of merger & acquisition information from the Institute of Management at the University of St. Gallen.

The M&A REVIEW is a professional monthly journal founded in 1990 by Prof. Günter Müller-Stewens and deals with company takeovers and mergers, divestments and strategic alliances in Germany, Austria and Switzerland. The M&A REVIEW has two parts. The first part contains articles from M&A experts. These articles cover a wide range of M&A topics such as Strategy & Visions, Law & Taxes, Valuation & Capital Markets and Industry Specials. In addition, reviews of M&A developments in Switzerland, Austria and worldwide appear regularly. The second part of the M&A REVIEW systematically tracks M&A transactions in 18 sectors, from Energy to Automotive and from Financial Services to Media. The transactions are summarized by sector experts of the University of St. Gallen.

The M&A DATABASE contains more than 70,000 transactions in Germany, Austria and Switzerland since 1985. For each deal data about the buyer, the seller and the target (such as sales and number of employees) is recorded. Additional data about the transactions (size of the investment, purchase price, direction of the transaction, type) is provided. For a better analysis and for the building of sector statistics the University of St. Gallen uses an own industry code parallel to the NACE code. 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.

ImpressumDesigned and produced by KPMG AG, SwitzerlandPublication name: M&A Yearbook – 2013 EditionPublication date: January 2013Order number: [email protected]

M&A Yearbook – 2013 Edition | 3

Contents

M&A Yearbook – 2013 EditionKPMG’s overview of mergers & acquisitions in Switzerland in 2012 and outlook for 2013

Overview Page Number

Introduction 5

M&A Market Press Headlines 6

Deal Trends / Executive Summary 8

Industry Tables 14

Industries

Chemicals 16

Commodities 18

Consumer Markets 20

Financial Services 22

Industrial Markets 24

Pharmaceuticals & Life Sciences 26

Power & Utilities 28

Private Equity 30

Technology, Media & Telecommunications 32

Other Industries 34

Focus Topics

Hot property: Opportunities and risks in Swiss Real Estate 36

Evolve or dissolve: M&A in a world of change 38

Appendix

List of 2012 Swiss M&A Transactions 41

M&A Group 58

Tombstones 60

ImpressumDesigned and produced by KPMG AG, SwitzerlandPublication name: M&A Yearbook – 2013 EditionPublication date: January 2013Order number: [email protected]


In these times of great uncertainty and rapid change, we all recognize the need for successful businesses to remain innovative and to keep evolving. Fortunately, Switzerland continues to attract world-class talent from around the globe, with immigration of well-educated workers complementing domestic skills and expertise and helping to keep Switzerland at the cutting edge of technology and ingenuity.

As the high growth markets of Asia, Africa and Latin America beckon, there is literally a world of opportunity for Swiss firms of all sizes and sectors. Except for the largest few, many have only just begun to actively move into these markets in a capacity other than export-based. Yet such a transition is key if operating models are to keep pace with global trends and our businesses are to remain sustainable for the longer-term.

While much of the West remains pre-occupied with austerity, we have seen a number of home-grown Swiss businesses expand and transform into truly global players through a series of eye-catching acquisitions, supported by strategic divestments and healthy organic growth.

This, our 7th annual review of Swiss Mergers & Acquisitions, charts the stories behind some of Swiss industry’s dramatic success in 2012 and prospects for 2013, focusing on our expectations for the year ahead.

With Swiss firms showing no sign of slowing down in their ambitions, this year looks as though it will be as exciting as any I can recall. With few exceptions, Swiss industry is truly in good shape and ready to seize the challenges and opportunities ahead.

Stefan PfisterPartner, Head of Advisory, Switzerland

Introduction: Ready for action

Stefan PfisterPartner, Head of Advisory T: +41 58 249 54 16E: [email protected]

L’AGEFI, 30.03.2012 Spring is back for

M&A Even after making investments and distributing

dividends, the 1,000 top non-financial

businesses in the world are still sitting on

roughly US$3.5 billion in cash, according to

Bloomberg’s statistics.

Balser Zeitung, 30.08.2012

Little Switzerland is

buying big All in all, direct investments by Swiss firms abroad

are making a significant contribution to the success

of the national economy.

M&A Market Press Headlines


Finanz und Wirtschaft, 08.11.2012

Latent merger fever

The mergers and acquisitions business is

languishing. Nevertheless, the persistently

optimistic M&A bankers are seeing signs

of a change in the trend, because companies

have plenty of liquid assets and financing

costs are low.


M&A fever in the chemical

sectorBASF has made an offer of

EUR664 million to purchase

the Norwegian pharmaceutical

group Pronova. The Board of

Directors at Schiff Nutrition

has already recommended

the acceptance of Reckitt

Benckiser’s takeover offer of

US$1.4 billion … Glencore and

Xstrata have progressed further

with their merger after receiving

a green light from the EU

Competition Commission.

NZZ, 22.03.2012Companies in a buying mood

In the financial sector they think it is possible that the long-

awaited consolidation is gaining momentum, particularly among

the private banks … with regard to the health sector, they point

out that the change in hospital

financing to case-specific flat rates and the general cost

pressure on several companies could give rise to ’forward

strategies’ with the aim of expansion or displacement.


No “business as usual” in M&A Reports of mergers and acquisitions are suddenly becoming more frequent again … Budgets and business plans must be drawn up based on principles that contain considerable uncertainties and risks.

SonntagsZeitung, 18.11.2012

Swiss industry is under pressure The high national debt is burdening the economy – a

situation that will not improve in the medium term. The

export-oriented Swiss industry is therefore reorganizing

itself, with a view to exploring new growth markets.

Swiss companies are investing in young growth markets

like Vietnam, Indonesia and Mexico – Switzerland is

becoming a preferred long-term production location for

efficient specialists.

Bucking the trend of most of its Eurozone neighbors, the Swiss economy is putting in a strong performance given volatilities in its primary export markets. Thanks to a robust domestic economy and healthy demand for recognized quality products, even the strong Swiss Franc does not quite spell disaster.

Demographics play their part. A steady flow of immigration (around 75,000 in 2012) feeds Swiss industry, with well-educated people attracted by opportunities at some of the world’s leading companies. Indeed, the pool of prospective global employers is expanding. While Switzerland has historically been known for exciting roles at its banks, commodities trading is a sector fast emerging as a provider of tremendous opportunity to gain global experience in a world-class environment. Across industries, high numbers of companies migrate their headquarters to Switzerland each year. Although some of these moves are mainly tax-driven, for the time-being they are helping to drive the Swiss Real Estate market, confident consumer sentiment and business growth.

Valuations remain a challengeDealmaker confidence remained reasonably strong throughout the year despite economic uncertainties. The expectation gap between buyers and sellers appeared to close somewhat by mid-2012 but began to grow again in the second half of the year.

Challenging dealmakers is how to assess business plans. European targets may look cheaper, but it is difficult to ascertain accurate valuations in these uncertain times. If economic recovery returns, they could be fantastic investments, but if there is no turnaround in the foreseeable future, even cheap acquisitions could become a financial drain. Valuations – and overall M&A activity – are therefore heavily dependent on the complexities of Eurozone performance.

Few are feeling the pressure as much as family-business owners asking when is the right time to sell. Succession planning has been a huge issue for many years. Sell in a down market or try to hold on until the good times return?

The emergence of new giants2012 saw M&A create some truly world-leading businesses. The Sandoz – Fougera Pharmaceuticals deal created the world’s largest generic dermatology player and the Watson Pharmaceuticals – Actavis acquisition resulted in the world’s third largest generics business. The year also marked a step-change in Julius Baer’s business when it added 50% to its AUM by acquiring Bank of America Merrill Lynch’s non-US wealth management business. Meanwhile, Barry Callebaut became the world’s leading cocoa processor. And no mention of 2012 deal activity would be complete without the mammoth Glencore – Xstrata deal at USD40 billion, the largest Swiss transaction of the year furthering Glencore’s efforts to diversify and build critical scale.

Boasting the world’s largest Food & Drinks group, some of the biggest banks and leading Pharmaceutical and Chemicals firms, Switzerland has good reason to be proud of its performance. Building on historical success, it has expanded its global footprint and placed itself firmly at the forefront of key industries.

Deal Trends / Executive Summary

Patrik KerlerPartner, Head of M&A T: +41 58 249 42 02E: [email protected]

Summ

ary


Outlook for 2013Following the growthWe must remember that while headlines are preoccupied by conditions in fellow European states, the future of our export industries lay arguably in markets that are further afield. The US looks as though it is recovering (and may rebound as the fiscal cliff discussions are resolved) and increasing numbers of Swiss firms of all sizes recognize the need to move out of their comfort zones and actively seek opportunities in the high growth markets of Asia, Africa and Latin America.

Swiss companies that are not already looking at new markets need to start doing so. Of particular note is that dealmakers would do well to remember that Asia-Pacific does not just mean China. From vast markets in India and Indonesia to the opening up of Myanmar to foreign trade and investment, the potential is huge and continues to grow. We feel that except for some of the largest Swiss players, companies are missing out on this growth or are unsure how to access it, preferring to stick to more traditional and familiar markets in the West.

This is a lost opportunity, as Swiss companies are well positioned to chase market prospects. Even smaller businesses tend to have an international set-up and are not too badly exposed to negative revenue or earnings developments. While they may understandably struggle to set up facilities in unfamiliar, far-flung territories, alternatives such as finding local partners do exist. Business-as-usual, which for many means relying on an export model, is a diminishing option for all but high tech and/or niche market players. Even for these, product commoditization would spell disaster for firms with production facilities in high rent, high labor cost Switzerland.

Positioning for the future2013 will see many firms shedding non-core assets, which may prove rich pickings for acquirers. Consumer Markets firms in particular are likely to look ever-more closely at rationalizing their brands and moving forward only with the stronger ones.

Other industries are being encouraged by the regulatory environment to review activities. Wealth Managers are tending to cut down on the number of jurisdictions in which they have an active presence as MiFID requirements take hold. Even the Power & Utilities sector looks set to see rapid consolidation and a refocusing on the Swiss domestic market as firms divest of foreign assets in the wake of the government’s recently released Energy Strategy 2050.

We do not view this as a necessarily negative development. “Necessity is the mother of invention” as the old adage goes. Portfolio reshaping and a period of introspection is generally a healthy thing, as long as the focus on growth and improvement is not lost.

As many of Switzerland’s neighbors continue to struggle, Swiss firms have a real opportunity to move forward. Through streamlining, portfolio management and strategic M&A, there exists an unprecedented chance to build true, long-lasting competitive advantage. Leveraging Switzerland’s many positive attributes to leapfrog competitors and reap the rewards once widespread economic recovery is underway.

Patrik KerlerPartner, Head of Mergers & Acquisitions

Number and value of deals per year Number and value of deals per quarter

Summ

ary

Top 10 Swiss M&A transactions 2012

Announced date

Target Stake Target country Bidder Bidder country Seller Seller country Value (USDm)

Feb 2012 Xstrata PLC 66 Switzerland Glencore International PLC

Switzerland Various Various 40,213

Apr 2012 Pfizer Nutrition 100 United States Nestle SA Switzerland Pfizer Inc United States 11,850

Jun 2012 Alliance Boots GmbH 45 Switzerland Walgreen Company United States AB Acquisitions Holdings Limited

Gibraltar 6,666

Mar 2012 Viterra Inc 100 Canada Glencore International PLC


Apr 2012 Actavis Group 100 Switzerland Watson Pharmaceuticals Inc

United States Novator Partners LLP United Kingdom

5,806

Mar 2012 Pentair Inc 53 United States Tyco Flow Control Switzerland Various Various 5,230

Nov 2012 Ally Financial Inc. (Europe, Latin America and China Operations)

100 Switzerland General Motors Financial Company Inc

United States Ally Financial Inc. United States 4,200

Jan 2012 Thomas & Betts Corp 100 United States ABB Ltd Switzerland Various Various 3,901

Oct 2012 Douglas Holding AG 100 Germany Beauty Holding Three AG

Germany Bank Sarasin & Cie AG; Dr August Oetker KG

Switzerland 1,940

May 2012 Fougera Pharmaceuticals Inc

100 United States Sandoz AG Switzerland Nordic Capital; DLJ Merchant Banking Partners; Avista Capital Partners, L.P.

United States 1,525

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4

Num

ber

of d

eals

Value (USDbn)

Value of deals (U

SD

bn)

0

10

20

30

40

50

60

70

0

20

40

60

80

100

120

Number Value (USDbn)

Num

ber

of d

eals

Value of deals (U

SD

bn)

0

20

40

60

80

100

120

140

0

50

100

150

200

250

300

350

400

2007 2008 2009 2010 2011 2012


Volume by deal size 2012 (USD)

Foreign acquirers by region 2012

Number of deals per industry sector 2012 Split of deals by target/buyer/seller 2010 to 2012

Targets of Swiss acquirers by region 2012

Western Europe

North America

Asia-Pacific

Central/Eastern Europe

Latin America

Middle East

Africa

55%

22%

17%

1% 2% 2% 1%

Industrial Markets

Consumer Markets

Pharmaceuticals & Life Sciences

Technology, Media &Telecommunication

Financial Services

Chemicals

Commodities

Power & Utilities

Other Industries

20%

12%

4%

14% 9% 4%

12%

3%

22%

Switzerland

Western Europe

North America

Asia-Pacific

Central/Eastern Europe

Latin America

Africa

38%

35%

9%

7%

5% 4%

2%

>1 billion

501 million – 1 billion

251 million – 500 million

51 million – 250 million

50 million or less

not disclosed

Num

ber

of d

eals

0

50

100

150

200

250

300

350

400

2006 2007 2008 2009 2010 2011 2012

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012

Swiss buyer/ Swiss target

Swiss buyer/ Foreign target

Foreign buyer/ Swiss target

Foreign buyer/ Foreign target (Swiss vendor)

69

124

56

13

84

126

83

23

94

155

88

15

0

20

40

60

80

100

120

140

160

180

Cross-border Deal Flows

NorthAmerica

LatinAmerica

Africa

Summ

ary

close up 1

20,619

2,642

164

29,959

2,566

813

2,165

The US was once again Switzerland’s most important partner for M&A transactions in 2012. With combined deal values of approximately USD 50 billion flowing between the two, 7 of the top 10 deals involving Swiss firms also involved a bidder or target company based in the US.


Asia-Pacific

Target Switzerland

Bidder Switzerland

Target Switzerland

Remarks: – Values in USDm – Value of domestic deal flows

in Switzerland 44,271– Data shown on close up 1 and 2

reflect the largest cross-border deal flows and are not intended to be comprehensive.

Bidder Switzerland

close up 1

Kazakhstan

Spain

Poland

Norway

Netherlands

United Kingdom

France

Belgium

close up 2

Germany

Guernsey

United Kingdom

Luxemburg

Norway1,065

200

1,395

150

168

272463

close up 3

Central/ Eastern Europe

WesternEurope

3,430

1,967

2,546

1,173

439

134

32

31

134

1,018

185

27

Netherlands

Italy

France

-7% to 43 deals

491% to USD 23.8 billion

USD 11.9 billion – Target: Pfizer Nutrition, Buyer: Nestlé SA

A tale of cross-border expansion in which Swiss retailers and Food & Drink companies dramatically extended their geographic reach

Greater collaboration and consolidation between Food & Drink and Healthcare is on the cards as the health food market booms

-35% to 31 deals

-15% to USD 4.6 billion

USD 0.9 billion – Target: BOA Merrill Lynch-Wealth Mgmt, Buyer: Julius Baer Group Ltd

A quiet year in Private Banking against all predictions, with the exception of some step change by Julius Baer and Raiffeisen

UBS and Credit Suisse look set to return to the deal tables in both a buy and sell-side capacity. In Wealth Management, client portfolio acquisitions will become more common, while larger Insurers’ focus will be on emerging economies

Industry TablesSum

mar

y

-54% to 12 deals


USD 0.6 billion – Target: Clariant’s Emulsion Business, Paper Specialities, Textile Chemicals, Buyer: SK Capital Partners LP

Largest deals predominantly represented the divestment of cyclical businesses and consolidation in Agro-chemicals. Activity otherwise focused on mid-sized, outbound transactions

Expected increase in M&A activity as market players have enhanced liquidity and seek interesting assets to acquire technologies and gain a first mover advantage

83% to 42 deals


USD 40.2 billion – Target: Xstrata PLC, Buyer: Glencore International PLC

Dynamism remained high as game-changing deals thrust Swiss commodities players further into the global spotlight, expanding revenue sources well beyond traditional trading activities

Traders will continue their quest for significant diversification and vertical integration, with a focus on building global scale and challenging each other for the top spots in particular commodity areas

Deal Numbers

Deal Values

Top Deal 2012

Review 2012

Outlook 2013

Chemicals Commodities

Deal Numbers

Deal Values

Top Deal 2012

Review 2012

Outlook 2013

Consumer Markets Financial Services

20% to 71 deals


USD 5.2 billion – Target: Pentair Inc, Buyer: Tyco Flow Control

Modest M&A activity with most small and mid-sized businesses remaining risk-averse. Especially interesting deals emanating from Asia

Operational measures such as process automatization and outsourcing will be supplemented by a search for growth and innovation

-46% to 15 deals


USD 5.8 billion – Target: Actavis Group, Buyer: Watson Pharmaceuticals Inc

Generics dominated the headlines with transactions creating some of the world’s largest players. Other Pharmaceuticals segments were relatively quiet following mega-deals in prior years

Pharmaceutical players will continue being acquisitive despite a growing focus on organic growth due to regulatory and pricing pressures. Generics will be an ongoing M&A hot spot

Deal Numbers

Deal Values

Top Deal 2012

Review 2012

Outlook 2013

Industrial Markets Pharmaceuticals & Life Sciences


200% to 12 deals


USD 0.4 billion – Target: Alpiq Holding AG (Energieversorgungstechnik Division), Buyer: VINCI Energies S.A.

Released late in the year, Switzerland’s Energy Strategy 2050 is producing significant debate over the future of Swiss renewable energy

Energy companies will continue assessing the impacts of the Energy Strategy 2050 on their business plans, potentially lining up divestments abroad in order to re-focus on the Swiss market

94% to 66 deals


USD 6.7 billion – Target: Alliance Boots GmbH, Buyer: Walgreen Company

A sellers market in which disposals outweighed deal generation levels

Managers may need to look more intently at foreign markets given a shortage of available assets in Switzerland

Deal Numbers

Deal Values

Top Deal 2012

Review 2012

Outlook 2013

Power & Utilities Private Equity

39% to 50 deals


USD 0.4 billion – Target: jobs.ch AG, Buyer: Tamedia / Ringier

The fall in TMT transactions was in line with global TMT trends. A lack of mega-deals prevailed, though eCommerce and Technology yielded some notable transactions

Asset values remain a concern, though vertical Technology integration should drive some interesting acquisitions

65% to 76 deals


USD 4.2 billion – Target: Ally Financial Inc. (Europe, Latin America and China Operations), Buyer: General Motors Financial Company Inc

A steady year in which some of the usual big dealmakers were absent

International expansion, especially in high growth markets, is critical to mitigating medium-term vulnerability

Deal Numbers

Deal Values

Top Deal 2012

Review 2012

Outlook 2013

Technology, Media & Telecommunications Other Industries

Remark: The deal number and value deviations in percent refer to the figures of 2011.


Chemicals

The larger players led what little consolidation was experienced in 2012, undertaking primarily small and mid-sized acquisitions. They were driven by a common rationale: to gain first mover advantage by securing access to new technologies and innovations.

Notable acquisitions tended to be outbound transactions. Syngenta’s purchase of Devgen represented a concerted effort by the group to strengthen its product offerings in one of the most important crops, by acquiring a best in class hybrid-rice portfolio. The acquisition of DuPont Professional Products’ insecticide business is a further example of Syngenta’s goal of broadening its service offerings, which may help propel the group towards further growth in what they consider to be vital areas.

The final quarter of the year saw a number of deals close, including Clariant’s divestment of their Textile, Paper and Emulsions businesses to SK Capital, after having undertaken a strategic review in order to identify parts of its portfolio that are ripe for divestment, enabling it to focus on less cyclical areas. The sale represented the largest transaction of the year. Clariant did, however, still have an eye on growth, forming a joint venture based in Singapore with Wilmar International, an Asian agri-business group, which provides access to a new plant in China.

Lower activity levels overall were due in part to firms still digesting some substantial deals undertaken in the previous year. Many sellers also exercised caution, with economic uncertainty preventing them from bringing assets to market at what they would consider to be acceptable valuations. Prospective purchasers were therefore forced to scour the market for assets that remained unattainable.

Management resource across the sector took advantage of a break in large scale M&A activity to streamline processes and refining structures, largely maintaining earnings in a difficult business environment.

Outlook for 2013

The pause in activity in 2012 heightens the prospect of an uplift this year, as some of the larger 2011 deals are being more fully integrated and companies once again actively seeking targets. Indeed, annual reviews across the board indicate acquisitive strategies in the short to medium-term.

The persistent problem will be whether there are any interesting assets for sale, and transaction multiples being driven up by intense competition for such. M&A values will otherwise remain healthy by dealmakers focusing on selective, smaller transactions that focus on unique technologies to strengthen portfolios in the face of megatrends such as enhancing crop yields or the use of renewable materials.

We expect inbound activity to yield a number of interesting transactions, as Swiss technologies and know-how are still highly desirable attributes that many chemicals groups around the world keenly pursue.

Patrick SchaubSenior Manager, Transaction Services T: +41 58 249 42 17E: [email protected]

The relative lack of deal activity in 2012 was a misleading barometer of activity, masking much preparation behind the scenes. Renewed economic volatility discouraged many would-be sellers from divesting, while buyers who would have been in a position to complete continue to search for available targets. The result was lower than expected activity, with a slight upturn in the second half of the year.


Number and value of deals per year Number of deals per quarter


Announced date


Dec 2012 Emulsion Business, Paper Specialities, Textile Chemicals

100 Switzerland SK Capital Partners LP

United States Clariant AG Switzerland 550

Sep 2012 Devgen NV 100 Belgium Syngenta AG Switzerland Various Various 463

Aug 2012 DuPont Professional Products insecticide business

100 United States Syngenta AG Switzerland DuPont United States 125

Sep 2012 Pasteuria Bioscience Inc

100 United States Syngenta AG Switzerland Various Various 113

Feb 2012 Aluflexpack d.o.o. 100 Croatia Montana Tech Components AG (in consortium with others)

Switzerland Hypo Alpe-Adria-Bank AG Austria 65

Split of deals by target/buyer/seller 2010 to 2012 Number of deals per industry sub-sector 2012

Industrial chemicals

Agrochems and seeds

Speciality chemicals

75%

17%

8%

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





3

8

2 2 2

17

6

1 1

7

4

0 0

2

4

6

8

10

12

14

16

18

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4

Num

ber

of d

eals

0

2

4

6

8

10

12


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

1

2

3

4

5

6

0

5

10

15

20

25

30

2007 2008 2009 2010 2011 2012


Commodities

Traditional commodity players continued to buy assets in their quest to enhance trading profits via greater optionality in their business models, extending revenue sources into upstream production, blending, refining, storage and other logistics services such as freight. With an eye also on geographic and sector diversification, 2012 gave rise to some ground-breaking transactions. The most striking deal was the USD 40.2 billion acquisition of the Xstrata mining group by commodities trading giant Glencore. Far from satisfied with this single transaction, however, Glencore also extended its reach in grain handling services by buying Canada’s Viterra for USD 6 billion as well as increasing its stake in metal miner Kazzinc to almost 70%. Further acquisitions ranged from South Africa to Panama, from France to the Ukraine.

Well-publicised challenges at some of the oil majors prove good hunting ground for other Swiss-based commodity firms such as Vitol. A number of smaller deals by other players, including by Louis-Dreyfus Commodities in the Americas, Singapore and the Netherlands show a host of Swiss firms moving well beyond pure trader status. Oil trader Gunvor has also been extremely active in recent years, most recently acquiring the former Petroplus oil refinery in Ingolstadt, Germany, on the back of purchasing its Antwerp refinery earlier in the year. Meanwhile, Gunvor entered the Russian coal market by acquiring a 60% stake in Kolmar Management through its joint venture with Volga Resources.

Firms continued to prime themselves for expansion, divesting selected assets where appropriate to secure funds and strengthen their balance sheets ahead of acquisitions to drive growth in key areas. Mercuria’s sale of half of its terminals business to a subsidiary of Sinopec, and Arcadia’s sale of storage assets in the US, are types of deal that competitors may emulate as they pursue growth. Indeed, Trafigura’s divestment of 20% of Puma Energy in late 2011 to Angola’s Sinangol preceded Puma’s offer in early 2012 Puma Energy for Kenya’s largest oil marketer Kenokolbil, a deal that had not completed at the time of writing.

Outlook for 2013

Size matters in the commodities business – in particular building a presence and ability to react quickly across all the world’s major physical trading markets. As with Gunvor, Mercuria appears to have set itself the challenge of entering metals trading on a huge scale, a market presently dominated by Glencore and Trafigura. One of the biggest challenges will undoubtedly be building credibility through scale and breaking into suppliers to the effective duopoly. M&A must assuredly be at the heart of such ambitious plans to achieve critical mass, with organic growth proving too slow to be an effective route in the short to medium-term.

The oil majors may be a good source of future deals as they re-focus on oil production, thereby freeing up other assets. There is unlikely to be a lack of prospective acquirers for good assets, especially as it is an area in which some of the biggest players such as Glencore have yet to undertake a large deal, and intense competition may push up prices.

Should volatility return to the commodity markets in 2013, the profits of the major players may be improved yet further, putting them in an enviable position to be the most powerful hunters on the M&A scene.

The building of a new age in Swiss commodities continued at speed in 2012, with Switzerland placed firmly on the global map as its players seek to diversify their offerings beyond traditional trading activities. Hitting the headlines again was Glencore, this time for its USD 40 billion acquisition of Xstrata. Together with impressive expansion and transformation by Gunvor, Trafigura, Mercuria, Vitol, Louis-Dreyfus Commodities and others, the sector is undergoing a tremendous period of dynamism and expansion.

Pablo LjaskowskyPartner, Transaction Services Trading & Commodities T: +41 58 249 42 08E: [email protected]

James CarterDirector, Transaction Services T: +41 22 704 15 48E: [email protected]



Announced date






Sep 2012 Kazzinc Ltd 19 Kazakhstan Glencore International PLC

Switzerland Verny Capital JSC Kazakhstan 1,395

Sep 2012 38 Shallow Water Drilling Rigs (Transocean Ltd.)

100 Switzerland Shelf Drilling International Holdings, Ltd.

United Arab Emirates

Transocean Ltd. Switzerland 1,050

Aug 2012 Canadian Fertilizers Limited

34 Canada CF Industries Holdings, Inc.

United States Glencore International PLC Switzerland 914


Split of deals by target/buyer/seller 2010 to 2012

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





1

6

0 1 0

8

2 0

2

34

2 4

0

5

10

15

20

25

30

35

40

Num

ber

of d

eals

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4 0

2

4

6

8

10

12

14

16


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

10

20

30

40

50

60

0

5

10

15

20

25

30

35

40

45

2010 2011 2012

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


Consumer Markets

Catapulting Barry Callebaut to a 30% global market share in cocoa processing, the company’s acquisition of Singaporean Petra Food’s cocoa ingredients business serves to boost Callebaut’s presence in Asia and Latin America. Although eclipsed by Nestlé’s USD 11.9 billion acquisition of Pfizer’s Nutrition business, both deals are hugely important for Switzerland’s Food & Drink sector. Each is a sign of major trends in the industry: a quest for scale, especially in high growth markets; and the convergence of the healthcare and food industries to focus on nutritious foodstuffs and wellness products. Taking advantage of opportunities in the struggling Spanish and Italian industries, Emmi stayed on its expansion trajectory. Building its international presence, success was reflected in an 18.4% rise in international sales for the first half of 2012, starkly contrasting with a 4.1% decline in Swiss sales. The deals saw Emmi raise its stake in Spain’s Kaiku to 66% and Italy’s Venchiaredo to 26%.

Following a period of relative quiet, Retailer Migros launched itself once more onto the M&A scene by purchasing 290 German stores from Tegut and raising its stake in Swiss Cash & Carry Angehm from 30% to 80%. As ever in Retail, economies of scale are key contributors to success. It is not only the large grocers that were busy shopping. While Maus Freres was acquiring the remaining 65% of Lacoste that it did not already own, Valora continued its growth plans through the purchase of the Swiss business of Germany’s Bretzelbaeckerei Ditsch.

Disappointing some, Swiss Luxury Goods dealmakers had a quiet year in which transaction volumes were considerably down. Those deals that did complete tended to be smaller, concerned with the sale of brands rather than operations. Despite this, there is no doubt that foreign interest in quality Swiss brands and know-how remains strong. This is unlikely to change as Asian and Latin American markets maintain high growth rates.

Outlook for 2013

The blurring of lines between food, health and wellness businesses will accelerate as Food & Drink players develop their offerings to suit evolving consumer tastes. More formal collaborations between the Food and Healthcare industries, as well as consolidation within and between them, is likely to result from these trends and from the need to meet demographic changes (population growth, an emerging middle class and generally rising wealth and consumption).

Retailers continue searching for new concepts to attract customers. From combining services with restaurants or providing collection facilities for items ordered online, creativity and convenience are key to success. Leading retailers are especially looking to make food shopping a socially interactive affair.

M&A will be led by a need to pursue expansion in the high growth markets; increased focus on supply chain optimization given commodity price rises and sustainability requirements; cleaning up brand portfolios with a future focus on fewer, stronger brands; and continued consumer interest in health and wellness. Balance sheets remain reasonably healthy, though the sector is unlikely to yield many mega-deals in the coming year, with transactions clustering at the smaller end of the market. That said, the largest players such as Nestlé always retain the capacity to surprise and to employ their considerable financial muscle and international presence to conclude any number of landmark deals.

We expect Luxury Goods firms to return to the deal tables in 2013, completing a number of higher profile acquisitions while remaining on the hunt for selected, smaller deals that offer complementary technologies or distribution opportunities.

Management attention is turning to sustainability, as supply chains and market growth opportunities come under greater scrutiny. Strategic expansion in the high growth markets is a primary concern for those with broader global reach, while many others focus on looking for bargains in the Eurozone economies. Rationalization of excessive brand portfolios is being observed as well as innovation in meeting evolving customer expectations through more convenient shopping and better health food options.





Announced date


Apr 2012 Pfizer Nutrition 100 United States Nestlé SA Switzerland Pfizer Inc United States 11,850


Gibraltar 6,666


Germany Bank Sarasin & Cie AG*; Dr August Oetker KG

Switzerland 1,940

Dec 2012 Petra Foods-Cocoa Ingredients

100 Singapore Barry Callebaut AG Switzerland Petra Foods Limited Singapore 950

Apr 2012 United Coffee 100 Switzerland UCC Holdings Co Ltd Japan CapVest Limited; Harkjaer 1 Limited

United Kingdom

615

*Bank Sarasin reduced its stake in Douglas Holding AG


Food

Retail

Apparel

Luxury goods

Other

40%

30%

9%

2%

19%

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





13

27

6

0

16

21

7

2

7

21

14

1

0

5

10

15

20

25

30

Num

ber

of d

eals

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4 0

2

4

6

8

10

12

14

16


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

5

10

15

20

25

0

10

20

30

40

50

60

70

2007 2008 2009 2010 2011 2012


Financial Services

Private Banking and Wealth Management generated greatest interest in the year. While consolidation did not come to pass to the expected extent – a lack of deals in the Swiss small and mid-sized space surprising observers – Julius Baer bucked the trend by concluding some landmark deals. Its purchase of the non-US wealth management business of Bank of America Merrill Lynch added around 50% to the bank’s size at a price tag of USD 900 million. With its acquisition of Bank of China Geneva and its joint venture with Kairos Investment Management in Italy, Julius Baer further strengthened its position in selected core markets. Action by the US Justice Department contributed to another of the year’s more interesting transactions, seeing Wegelin & Co. transfer most of its operations into Notenstein Privatbank, which was sold to Raiffeisen. This shows that even smaller Swiss banks are not safe from foreign regulators’ attention to business practices.

Notably absent from deal tables in 2012 were UBS and Credit Suisse, neither of which undertook any sizeable transactions during the year. Both banks have been undergoing a period of introspection and strategic review.

ACE proved to be the most expansionist Swiss-based Insurer. Eyeing growth in emerging economies, it announced two acquisitions in Mexico and one in Indonesia at a combined deal value of USD 1.3 billion. Swiss Re’s divestment of Reassure America was part of the group’s efforts to strengthen its capital base and refocus its closed life book business on Europe, while Helvetia’s acquisition of France’s GAN Eurocourtage’s maritime insurance business represented the only transactions involving a Swiss mid-tier insurer.

Outlook for 2013

UBS and Credit Suisse are likely to initiate the sale of selected non-core businesses as they seek to satisfy strategic priorities, though they retain the financial muscle to reinforce core businesses with substantial acquisitions should suitable opportunities arise. With pressure on small and medium-sized Private Banks to adjust the focus and size of their operations to align with regulatory requirements, the sale of client books will be more common, reducing the number of jurisdictions in which they are active and compliant. Foreign owners may also divest Swiss operations. The number of private banks in Switzerland fell from 181 in 2005 to 160 in 2011 – this is expected to accelerate.

Independent Asset Managers may be subjected to takeover talks as the sector remains ripe for consolidation due to increasing regulatory requirements, declining profitability and business successions. While we expect to see a few sizable transactions in this space, the majority of deals will be small.

Swiss Retail Banking has seen very low M&A activity, but additional capital and liquidity requirements, margin pressure and lack of growth potential may challenge smaller players. December 2012 saw the news that Valiant and Berner Kantonalbank were discussing a possible merger. Although since called off, this could encourage similar discussions and ultimately consolidation.

As larger Swiss Insurers seek to strengthen their positions outside Europe and North America, mid-sized players are likely to add scale within Europe, organically and inorganically. The domestic Swiss insurance market will probably see little M&A activity, though some exits of foreign-owned and small-scale players.

The relative absence from the deal tables of large players such as ZIG, UBS and Credit Suisse, as well as surprisingly low consolidation in the domestic Swiss private banking space, partially explains the slight slowdown in 2012 M&A activity. Julius Baer on the other hand was greatly active, adding significant scale through acquisitions that mark out the bank as an increasingly powerful global contender, while Safra took over Sarasin following a successful public offer. Insurance meanwhile was dominated by ACE’s focus on emerging economies, with key deals in Mexico and Indonesia.

Christian HintermannPartner, Transactions & Restructuring Financial Services T: +41 58 249 29 83E: [email protected]

Philipp ArnetPartner, M&A Financial Services T: +41 58 249 41 81E: [email protected]




Announced date


Aug 2012 BOA Merrill Lynch-Wealth Mgmt

100 Switzerland Julius Baer Group Ltd Switzerland Bank of America United States 883

Dec 2012 Intertrust Group Holding SA

100 Switzerland Blackstone Group LP United States Waterland Private Equity Investments BV

Netherlands 868

Oct 2012 ABA Seguros 100 Mexico ACE Limited Switzerland Ally Financial Inc. United States 865

Jul 2012 Bank Sarasin & Cie AG 40 Switzerland Grupo Safra SA Switzerland Various Various 699

May 2012 Reassure America Life Insurance Company

100 United States Jackson National Life Insurance Company

United Kingdom

Swiss Re AG Switzerland 600


Banking

Insurance

Investment Management

Other

42%

19%

23%

16%

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





17

10

3

6

13

15

11

9 9

13

5 4

0

2

4

6

8

10

12

14

16

18

Num

ber

of d

eals

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4

5

14

11

6

13 12

8

15 14

5 5

7

0

2

4

6

8

10

12

14

16


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

2

4

6

8

10

12

14

16

0

10

20

30

40

50

60

2007 2008 2009 2010 2011 2012


Industrial Markets

“Could sell, won’t sell” sums up the mood of many high tech firms with strong brands and market niches. Partly protected from negative exchange rate and market trends and at lower risk of being substituted, earnings may be down slightly but continue to generate healthy profits and cash flows. With little incentive to sell – due also to a lack of investment options for sale proceeds – many family-owned companies are awaiting more conducive sale conditions. By contrast, less specialized Swiss industrials had a difficult year. Exports to the Eurozone are the lifeblood of many, and less specialized manufacturers in machinery, components and steel-related industries that compete mainly on price were hit hard. Small and mid-sized family-owned businesses were the most risk-averse in terms of M&A, pursuing organic growth and protective strategies such as improving efficiencies and earnings rather than developing the top line.

Notable inbound deals arose from strong deal rationales coupled with well-funded Asian buyers. Tokyo Electron Ltd acquired OC Oerlikon’s Oerlikon Solar business, giving the Japanese firm access to desirable conversion efficiency technology and – rare in a Swiss business – an opportunity for the buyer to reduce production costs. OC Oerlikon also sold its technical components and natural fiber business to China’s Jinsheng Group while Toyota Industries acquired Uster Technologies. Fuji Seal’s purchase of Pago widened its offering in self-adhesive labels and labelling technology. Previously distressed companies taken over by banks were a further source of activity as results since improved, such as the sale of lonbond by Credit Suisse and Barclays Ventures to Japan’s IHI Corporation.

The outbound picture is more varied. Larger businesses such as ABB continued their inorganic growth strategy by acquiring targets across Latin America, China, India and South-East Asia. Securing distribution or manufacturing facilities closer to their customer base, building a global brand with local production is increasingly key to success. European acquisitions also played a vital role for larger Swiss firms. Technology group Bühler extended its advanced material division by acquiring Germany’s Leybold Optics, for example.

Outlook for 2013

If Eurozone difficulties and limited target availability persist, M&A levels will be comparable to 2012. This may pick up if smaller Swiss firms move to secure product and geographic diversification. Long-term independence depends on occupying a market niche, avoiding product commoditization and gaining access to new intellectual property, qualified workforce and growth markets.

While more specialized firms rely on sizeable cash-generating core businesses, other production cost-sensitive industrials will face significant challenges. Depending on Eurozone developments, another difficult year may prompt difficult decisions over operating models such as outsourcing production to lower cost economies or further automatization of production processes in order to reduce high labor costs. Due to the inherent risks of acquiring in unfamiliar markets, some may decide to enter into strategic alliances with local partners. Some owners, especially those facing succession issues, may decide to divest in 2013.

Larger companies should continue acquiring in high growth economies, also looking for distressed mid-size European firms with value-adding technologies. Targets may arise out of Private Equity portfolio exits as many funds are close to new fundraising rounds. Auction processes should help to sustain prices.

At the heart of issues facing Swiss Industrials in these challenging and changing markets is sustainability of earnings. Many small to mid-sized firms have relied in recent years on organic growth and margin protection, which are insufficient to secure future success. Reducing dependency on saturated European markets by orienting towards high growth markets is rational but may be a severe challenge for smaller firms lacking financial resources and direct operational experience in unfamiliar geographies and cultures.

Andreas PoellenDirector, M&A T: +41 58 249 28 65E: [email protected]




Announced date


Mar 2012 Pentair Inc 53 United States Tyco Flow Control Switzerland Various Various 5,230

Jan 2012 Thomas & Betts Corp 100 United States ABB Ltd Switzerland Various Various 3,901

Dec 2012 OC Oerlikon-Natural Textiles

100 Switzerland Jiangsu Jinsheng Industry Co Ltd

China The Oerlikon Group Switzerland 703

Feb 2012 Uster Technologies AG 50 Switzerland Toyota Industries Corporation

Japan Various Various 319

Jul 2012 WMF Württembergische Metallwarenfabrik AG

100 Germany KKR Kohlberg, Kravis, Roberts & Co.

United Kingdom

CapVis Equity Partners AG Switzerland 306


Manufacturing & machinery

Industrial products & services

Electronics (industrial types such as robotics)

Automotives

Automation

Other

37%

34%

18%

3% 1%

7%

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





10

23

13

1

14

26

17

2

11

33

24

3

0

5

10

15

20

25

30

35

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4

Num

ber

of d

eals

0

2

4

6

8

10

12

14

16

18

20


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

2

4

6

8

10

12

14

0

10

20

30

40

50

60

70

80

2007 2008 2009 2010 2011 2012


Pharmaceuticals & Life SciencesWith many of the more obvious larger Pharmaceuticals deals having been completed in 2010 and 2011, last year saw a lack of sizeable assets available on the market. A repeat of deals on the scale of Johnson & Johnson’s acquisition of Synthes and the Takeda Pharmaceutical – Nycomed transaction was therefore unlikely and indeed did not occur. In fact, the five largest Pharmaceuticals deals of 2012 totalled USD 8.8 billion compared to USD 36.4 billion in 2011. Some potentially high profile deals, such as Roche’s expression of interest in Illumina, meanwhile failed to progress.

Of those deals that did take place, some represented truly landmark moves for the players involved. The continued importance of Swiss – US corporate interactions was once more evident, with two transactions in particular significantly impacting the Generics competitive landscape. Watson Pharmaceuticals’ USD 5.5 billion acquisition of Actavis Group created the third largest generics business in the world. Meanwhile, with a price tag of USD 1.5 billion, Sandoz’s purchase of Fougera Pharmaceuticals produced the world’s largest generic dermatology player.

2012 saw a drop in the number of outbound transactions, reflecting that while access to new technologies and products continues to be a common rationale for deals, pure geographic expansion is being assigned a lower priority. While demographic and socio-economic growth in many emerging markets makes them attractive to the sector, the rapid adoption of tough pricing regimes in many such countries is resulting in potential investors exercising greater caution in assessing whether to expand into a new market.

Inbound acquisitions of Swiss Biotech firms by foreign groups also fell significantly, with the usual European and US bidders being deterred by the strong Swiss Franc and ongoing macro-economic troubles in their home markets.

Outlook for 2013

With the patent cliff continuing to loom, M&A remains on the agenda as a means of further diversification as well as margin enhancement. However, the mood among Pharmaceutical dealmakers will continue to be one of caution, with M&A plans reined in by the tough regulatory and pricing backdrop against which firms are operating. Ensuring that attention is fixed firmly on strategic reviews and margin protection rather than inorganic growth, 2013 looks set to be relatively quiet in terms of mega-deals. Any major acquisitions will most likely be cross-border due to the continuing scarcity of Swiss assets for sale.

We expect to see greater caution being observed when acquiring in emerging markets. However, acquisitions bringing complementary products and technologies will be more attractive if they possess an emerging market angle.

Despite this, the largest Swiss Pharmaceutical groups – notably Novartis and Roche – retain considerable firepower that can be directed at inorganic expansion should the right targets cross their paths at the right price.

With a lot to live up to following a high profile 2011, Pharmaceutical deals once again featured prominently on the Swiss M&A scene in 2012. Two US – Swiss transactions took pride of place, creating the world’s largest generic dermatology player and the world’s third largest generics business respectively. For many Pharmaceutical groups, however, organic growth will continue to be the order of the day as pricing and regulatory pressures cause them to focus on core businesses.

Joshua MartinDirector, Transaction Services T: +41 58 249 35 76E: [email protected]




Announced date




5,806



United States 1,525

May 2012 Neodent 49 Brazil Straumann Holding AG

Switzerland Private Investors Various 275

May 2012 Alliance Medical Products, Inc.

100 United States Siegfried Holding AG Switzerland Various Various 58

Aug 2012 OLIC Ltd. 100 Switzerland Fuji Pharma Japan DKSH Holding AG Switzerland 54


Pharmaceuticals

Medical technology/labequipment

Other

53%

7%

40%

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





5

10

12

2

4

11 12

1

4

7

4

0 0

2

4

6

8

10

12

14

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4

Num

ber

of d

eals

0

2

4

6

8

10

12


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

10

20

30

40

50

60

0

5

10

15

20

25

30

35

40

45

2007 2008 2009 2010 2011 2012


Power & Utilities

Outlining the proposed path for energy transition from nuclear to renewables, the Swiss government’s recently released Energy Strategy 2050 has been the subject of much debate. With five nuclear reactors in Switzerland generating around 40% of the country’s current electricity and scheduled to go offline by 2035, significant changes are afoot.

Pressure on firms such as Alpiq, BKW and Axpo stems from their existing heavy investments in nuclear and hydro-electric power. In order to survive under the new rules, they will be required to invest in new renewable plants as well as incurring the costs of transitioning away from nuclear, including dismantling and decontaminating existing facilities.

The potential of large-scale photovoltaic (PV) solar and wind plants is considered by many to be limited due to demographic and geographic considerations. There is also deemed to be insufficient capability and capacity in the National Grid to effectively manage alternative micro-energy production. Many are therefore questioning whether Switzerland even possesses the capacity for energy independence or whether a degree of reliance on energy imports is unavoidable. The answer to this question will hugely impact future M&A strategies.

The historical tendency has been for Swiss energy groups to secure renewable energy production assets outside Switzerland, especially in French and German onshore wind power. Indeed, a number of such transactions arose in 2012 by EOS Holding, Terravent, Swiss Power, on top of previous years’ deals from a range of other power groups including BKW, Alpiq and Axpo.

Not that foreign power projects are all plain sailing. Alpiq’s restructuring comes on the back of sub-optimal performance as some of its foreign assets have failed to meet expectations. As a result, non-core (foreign) assets are being divested in order to focus on the firm’s domestic market, re-establishing it as a predominantly Swiss business.

Outlook for 2013

Legislative changes should give rise to opportunities from supplier industries as the Energy Strategy 2050 looks set to support micro-solar projects such as roof solar panels, requiring supporting technology such as smart controls and metering. As well as boosting significant players in the field such as ABB, this would necessitate power suppliers modifying their business and operating models to accommodate micro-level generation assets, especially smart metering and regulating end-user energy efficiency.

With around 700 power suppliers operating in Switzerland, anticipation of continuing electricity market liberalization will almost certainly trigger substantial consolidation to pare this down to a more sustainable number. How many domestic power suppliers a more liberal market policy could support is open to debate.

In the meantime, industry associations such as Swissmem and Scienceindustries are lobbying the federal government, citing that higher energy prices arising from the Energy Strategy 2050 would jeopardize the long-term competitiveness and sustainability of Swiss industry. Few Swiss groups are therefore likely to place all their bets on the domestic energy market until such arguments are resolved. Cross-border M&A in the renewables space appears to be safe for some years to come.

Switzerland’s Energy Strategy 2050 looks set to dramatically transform the Power & Utilities sector in the medium-term. Requiring a wholesale shift from nuclear power to predominantly domestic renewable energy, the changes required of energy companies are immense and, along with expected market liberalization, could lead to substantial consolidation.

Sean PeyerPartner, Head of Power & Utilities T: +41 58 249 53 89E: [email protected]




Announced date


Apr 2012 Alpiq Holding AG (Energieversorgungs-technik Division)

100 Switzerland VINCI Energies S.A. United Kingdom

Alpiq Holding AG Switzerland 392

Sep 2012 Nant de Drance SA 15 Switzerland IWB Industrielle Werke Basel

Switzerland Alpiq AG Switzerland 324

Jul 2012 Eight wind farms in France

100 Switzerland Groupe E SA; EOS Holding SA; SI-REN SA

Switzerland Eolfi Asset Management France 147

Dec 2012 Romande Energie Holding SA

6 Switzerland Romande Energie Holding SA

Switzerland Alpiq Holding AG Switzerland 85

May 2012 Repartner Produktions AG

- Switzerland Energie Wasser Luzern

Switzerland Various Various 54

Split of deals by target/buyer/seller 2010 to 2012

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





3

8

1

3

0

3

1

0

7

4

1

0 0

1

2

3

4

5

6

7

8

9

Num

ber

of d

eals

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4 0

1

2

3

4

5

6

7


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

1

2

3

4

5

6

7

0

2

4

6

8

10

12

14

16

2010 2011 2012

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


Private Equity

Private Equity deal numbers in 2012 will hearten many fund managers, with divestments at good returns as well as exits of poorer performing assets ahead of new fund-raising this year. As predicted in last year’s M&A Yearbook, the hunt resumed for buy-side opportunities, resulting in fewer Swiss proprietary and secondary deals. As a result we saw Swiss houses investing abroad, most notably in Germany, France and Italy.

Competition from corporates continued to intensify. All things being equal, the odds of victory in a head-to-head between Private Equity and a credible corporate bidder are presently stacked in the corporate’s favor. This is in part due to stricter bank lending for Private Equity deals – which looks set to continue in 2013 – but also as corporates continue to become more professional in their deal approaches.

Having narrowed in the first half of 2012, the pricing expectation gap between buyers and sellers widened once more later in the year as uncertain economic prospects made valuations increasingly debatable.

Outlook for 2013

In an environment in which “business as usual” is no longer good enough, it will be interesting to see the level of Swiss Private Equity interest in acquiring in struggling European economies. While there are bargains to be had, valuations are tricky and returns put at risk by potentially volatile or negative market performances. However, a focus on sub-performing economies may be a necessity for a very simple reason – a severe shortage of corporate spin-offs in growing markets. A further source of deals may be corporates teaming up with Private Equity in place of bank loans, with consequent changes to ownership structures.

We expect the beginning of a revival in secondary buy-outs in Switzerland as PE houses exit portfolio investments, realizing proceeds ahead of new fund-raising. Preparatory moves may continue as in 2012’s Global Blue sale by Barclays Capital and the sale of Stadler Rail, Bartec, WMF and parts of KVT by Capvis.

The next round of fund-raising may be more difficult than the last, however. Investors are more demanding, scrutinising from where fund managers expect growth in their portfolios to come. PE houses citing markets in Latin America, Asia and Africa may face investors cautious over management’s track record of operating in such markets without incurring excessive risk. PE houses must become more proactive in the following fields: Operational efficiencies and in-house business improvement capabilities Continuity within the deal and management teams Demonstrate past success as an indicator of future returns to investors Transparency, providing more data on portfolio performance and returns.

This last point above may prove a tremendous challenge, though the industry may have no choice given discussions about Private Equity falling under the European Commission’s Alternative Investment Fund Manager’s Directive (AIFMD). Private Equity houses that are perceived not to comply or to be sufficiently transparent may find themselves disadvantaged among potential investors under growing pressure from their own stakeholders. There appears to be some way to go before fund managers are prepared for the looming implementation deadline of July 2013.

Private Equity will remain attractive to family businesses owners, but success may depend on bridging the expectation gap with sellers regarding valuations.

Thanks to the solid financial performance of many portfolio companies, Private Equity firms were eventually able to divest many assets at attractive valuations in 2012. This is of crucial importance, as 2013 will see new rounds of fund-raising by many Swiss-based Private Equity houses.

Tobias ValkPartner, Head of Transaction Services T: +41 58 249 54 61E: [email protected]




Announced date



Gibraltar 6,666



5,806



United States 1,525

May 2012 Global Blue SA 100 Switzerland Silver Lake Management LLC, Partners Group

United States Equistone Partners Europe Europe 1,259

Dec 2012 Clariant’s Emulsion Business, Paper Specialities, Textile Chemicals

100 Switzerland SK Capital Partners LP

United States Clariant AG Switzerland 550


Healthcare

Chemicals

Financial Services

Industrial Markets

Consumer Markets

Technology, Media and Telecommunication

Other Industries

Commodities

8% 3%

11%

17%

12% 15%

26%

8%

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





5

19

9

1

7

10

13

4

15

22 22

7

0

5

10

15

20

25

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4

Num

ber

of d

eals

0

5

10

15

20

25


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

5

10

15

20

25

0

10

20

30

40

50

60

70

80

90

100

2007 2008 2009 2010 2011 2012


Technology, Media & TelecommunicationsWhile deal volumes across TMT held reasonably firm, transactions tended towards lower values, reflecting the absence of typically larger Telecoms and Semi-conductor transactions. A couple of sizeable Private Equity-led Telecoms buy-outs in 2011 were the precursor of reduced activity in 2012 as available assets remained scarce and funds devoted time to streamlining and restructuring their assets. Swisscom did remain on the hunt for acquisitions, however: primarily its planned purchase of 75% of Telecom Liechtenstein in addition to acquiring a 33% stake in Ringier’s Teleclub through subsidiary Cinetrade. In the Semi-conductor market, Swiss fabless module solution providers continued to extend their portfolios. u-blox completed three acquisitions to strengthen its leading role in the positioning sector.

Deal volumes in Technology and Software recovered somewhat with activity being driven largely by European and US players and boosted by an accelerating demand for apps and tablets and integration of these elements. Cloud computing injected further energy into the sector, driving deals across data centers, security solutions and Software as a Service (SaaS). Combined, these factors are encouraging more formal collaboration between firms. Most progress appears to be being made by US-based firms such as Google, Oracle, Apple and Cisco, with consequent deals in Europe also being driven by the success of these players. The downturn in the global photovoltaic market added a negative note to Technology, meanwhile, with many firms either exiting the area or restructuring their operations to meet the challenges of a shrinking market in the short-term.

The hunt remains on for ever-more effective linkages between social networking and eCommerce, such as cross-promotions to encourage customers to visit online stores through featured advertisements and links. In fact, the ecommerce space was the setting for a number of interesting transactions over the course of the year such as the acquisition of immostreet.ch, travel24.com and jobs.ch.

Outlook for 2013

Caution over asset values will persist for the foreseeable future, especially while a Eurozone recovery remains questionable. Swiss firms will nonetheless remain at the deal tables, with dealmakers seeking acquisitions that will bolster international presence, particularly in the US and high growth Asian markets. Activity will not necessarily translate into mega-deals, however. Many players such as Ascom will pursue predominantly smaller bolt-on acquisitions as they migrate towards their strategic objectives. On the back of improving results and benefiting from some restructuring in 2012, Kudelski could also have capacity to undertake acquisitions as it looks to strengthen its offering in the wider conditional access market. Interest in conditional access firms is strengthened on the heels of Cisco’s acquisition of NDS in 2012.

Posting double-digit growth in Europe and the Americas in the first half of 2012, u-blox is likely to continue actively hunting selected, smaller targets, perhaps building on its success in positioning and wireless products in the Americas and navigation products globally. Given its announced exit from the ST-Ericsson joint venture, ST Microelectronics could also move to strengthen its market position.

As big data analytics take on an increasing role in IT strategy, executives are being prompted to consider vertical integration into Technology firms. Healthcare, advertising and banking players have already made moves in this direction, which could become an expanding trend.

The key trends shaping the Technology sector maintained their pace in 2012. These range from an accelerating shift to mobile applications (driven by smartphone and tablet penetration), social networking, eCommerce expansion, big data analytics, and cloud computing (in turn driving deals around security solutions and Software as a Service (SaaS)), among others. 2013 could augur an increase in industry-specific developments (e.g. banking, health, logistics) as corporates seek to leverage productivity gains generated through TMT.

James CarterDirector, Transaction Services T: +41 22 704 15 48E: [email protected]




Announced date


Sep 2012 jobs.ch AG 100 Switzerland Tamedia / Ringier Switzerland Global Tiger Management United States 416

Jun 2012 Grupa Onet.pl SA 75 Poland Ringier Axel Springer Media AG

Switzerland Various Various 272

May 2012 GPC Global Project,RunningBall

100 Switzerland Perform Media Services Ltd

United Kingdom

Private Investors Various 155

Jul 2012 GMC Software AG 100 Switzerland Neopost SA France Private Investors Various 152

Jan 2012 Trivon AG - Switzerland Virgin Media Inc United Kingdom

Private Investors Various 106


Computers (hard and software)

Leisure

Telecoms

Media/internet

Electronics (entertainment related)

38%

12% 18%

30%

2%

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





8

11 10

0

15

10 11

0

15

19

16

0 0

2

4

6

8

10

12

14

16

18

20

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4

Num

ber

of d

eals

0

2

4

6

8

10

12

14

16


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

1

2

3

4

5

6

7

8

9

10

0

10

20

30

40

50

60

2007 2008 2009 2010 2011 2012


Other Industries

A year in which deal volumes and values were up substantially over 2010 – 2011 saw notable absences from the deal tables. The Transportation and Logistics sector was largely inactive, with typically serial dealmakers such as Kuehne & Nagel and Panalpina showing reluctance to enter the M&A arena. Much emphasis on protecting margins and achieving efficiencies may yield future consolidation opportunities, but in 2012 it was not to be. Rather than expanding operations, many firms actually sought to outsource more of their activities.

Some Swiss groups did act upon opportunities thrown up by the more struggling Eurozone economies. Swissport’s acquisition of Flightcare from Spain’s FCC Versia is one example, extending its reach in Spain and Belgium. Swissport’s confidence is no doubt encouraged by airports’ forecasts of tremendous passenger growth over the coming decades, which will require substantial additional services such as catering, security and ground handling. This in turn requires the building of all-important scale if market and customer demands are to be met and economies of scale achieved. Especially as competition in the sector remains intense, raising the prospect of significant consolidation in the short to medium-term.

Of the larger Professional Services firms, Adecco maintained a low M&A profile in a recruitment market hit by contracting demand for contract and temporary workers. Showing that some think inorganic growth is the best means of expansion in such a tight market, Adecco’s only acquisition of the year was of Japan’s VSN, offering synergy potential and the prospect of significantly expanding Adecco’s Japanese revenues. In a Swiss – Asian transaction in the opposite direction, Lodestone Professional Services succumbed to a takeover by India’s Infosys. Although a relatively small deal at USD 349 million, this is a key step by India’s IT giant to enhance its focus on higher end business. SGS continued as a reliable serial dealmaker, completing more than 15 deals over the course of the year as part of its stated 2014 growth strategy.

Outlook for 2013

A degree of recovery in the Eurozone could inject a dose of deal-making confidence into Transportation and Logistics firms Panalpina and Kuehne & Nagel among others, giving them the boost they need to return to the acquisition trail. Changing consumer buying habits – in particular the continuing trend towards online retail – has capacity to provide considerable additional opportunities for logistics firms in providing higher volumes of swift, reliable deliveries. Scale can be key to such activities, leading to consolidation in the sector.

In the struggling Eurozone, the degree of competition in the impending sale of Portugal’s Lisbon, Porto and Faro airports could be interesting, with Zurich airport being among the bidders.

Working hard to meet demand for new residential and commercial properties – especially in Grade A locations such as Zurich, Geneva and Basel – the Construction industry looks set to post another successful year in 2013. Consolidation is unlikely to be the order of the day, however, in an industry that is generally performing well. Any deals are likely to be at the smaller end of the market. Larger deals are only likely to be triggered by cuts in infrastructure spending say in Switzerland’s neighboring countries.

In Professional Services, SGS will continue on its acquisition drive as it seeks to achieve its robust sales targets through a combination of organic and inorganic expansion.

As some logistics groups seized opportunities thrown up by the struggling Eurozone economies, the usual Transportation and Logistics suspects were missing from the M&A action due to being adversely affected by macro-economic conditions in Switzerland’s neighbors. SGS meanwhile maintained its track record of acquisitions as it continues to pursue global expansion.

Rolf LangeneggerDirector, Valuation Services T: +41 58 249 42 71E: [email protected]




Announced date




United States Ally Financial Inc. United States 4,200


United States Equistone Partners Europe Europe 1,259

Nov 2012 Uetlihof Office Complex Zürich

100 Switzerland Norges Bank Investment Management (NBIM)

Norway Credit Suisse Switzerland 1,065

Sep 2012 Lodestone Management Consultants AG

100 Switzerland Infosys Ltd India Private Investors Various 349

Apr 2012 Novotel Nathan Road Kowloon Hotel

100 China Partners Group Holding; CSI Properties Ltd.; Gaw Capital Partners

Switzerland LaSalle Investment Management Inc

Germany 305


Real estate

Logistics & transportation

Professional services

Construction

51%

8%

25%

16%

Num

ber

of d

eals

2010 2011 2012 2010 2011 2012 2010 2011 2012 2010 2011 2012





18

11 9

0

18

12 11

5

38

17 18

3

0

5

10

15

20

25

30

35

40

Q1 Q2 2010

Q3 Q4 Q1 Q2 2011

Q3 Q4 Q1 Q2 2012

Q3 Q4

Num

ber

of d

eals

0

5

10

15

20

25

30


Num

ber

of d

eals

Value of deals (U

SD

bn)

0

2

4

6

8

10

12

0

10

20

30

40

50

60

70

80

2010 2011 2012

Focu

s Topics

Yet another year of historically low interest rates prompted continuing interest in Real Estate investments. With yield spreads and refinancing conditions remaining attractive, we observed a flight to core, quality real estate assets, with both private and institutional investors allocating funds to property as a steady and predictable investment opportunity where risk-adjusted returns can out-strip equity markets.

Hot property: Opportunities and risks in Swiss Real Estate

Attractive to most investor classesRecord prices are being observed in Grade A locations, with Swiss centers of economic gravity attracting investment and high levels of construction activity. Residential buildings are in particular demand. However, the overall high performing nature of the sector masks extremes – exceptionally high activity in the top locations but balanced with low levels of interest in more peripheral, sparsely populated, non-commercial centers.

Our 2012 “Swiss Real Estate Sentiment Index” cited a scarcity in the residential segment and strong interest in well-located and long-leased commercial properties. Far from demand being confined to institutional investors who see real estate as a substitute for bonds, private investors are also seeking more lucrative investments than those found on volatile stock markets and in an environment of persistently low interest rates.

Insurance groups and pension funds in particular have been getting in on the action, the latter increasing their allocation in real estate from around 10% in 2005 to an average of 20% in 2012.

Confidence in the segment has been further boosted by the successful public listing of Zug Estates on the SIX and capital raising of several companies such as SPS and Allreal. The trend to securitization continued with UBS, Swisslife and Helvetia spending time and resource in 2012 launching new real estate foundations and funds. Cross-over investments were again a topic in the market, with Zurich (ZIG) raising capital for a European Core Fund to diversify the often home-bound allocation in the sector.

An interesting field will be the healthcare market where investment encouraged by recent Swiss legislation promoting economic independence will lead to new financing schemes for hospitals. Many facilities are in need of funds, which will henceforth come from the private sector rather than the public purse.

Investment activity remained predominantly domestic, with only a few (though prominent) transactions involving foreign capital. Credit Suisse sold its main banking hub in Zurich to the NBIM (Norges Bank Investment Management) acting for the Norwegian sovereign wealth fund for CHF1 billion. Meanwhile in the leisure sector, a Qatari body purchased Hotel Atlantis in Zurich and a Chinese investor acquired Frutt Lodge & Spa. Interesting activity has also been seen in Züblin Immobilien Holding with Viktor Vekselberg increasing his holding in the company.

Cooling down a hot marketIn such conditions, prices have continued to rise, prompting an ongoing discourse between the Swiss National Bank (SNB), the federal government and analysts over whether the real estate market is sound or is becoming overheated.

Current discussions focus on the possible introduction of a Countercyclical Capital Buffer to calm the markets by mandating banks to require a greater proportion of equity in mortgage lending.

Further, tightened regulations might lead to higher costs of capital, thereby calming the property market but representing potentially bad news for heavily committed investors.


Ulrich PrienPartner, Head of Real Estate T: +41 58 249 62 72E: [email protected]

Risk-aversion prevailsMoney is not simply being thrown at real estate in an unquestioning manner, however. Hidden away in the detail of the sector’s strong performance are often discounted properties of lower quality. Indeed, the market is becoming generally more risk-averse, with investors exercising considerable caution over the assets in which they seek to invest. While investors generally do not expect a sudden rise in interest rates, they are keeping a keen eye out for any signs of an economic slowdown. In this, attention is very much focused on any structural impacts from the European debt crisis and whether there will be economic contagion from the growing list of struggling Eurozone economies.

At the core of these considerations is a concern that real estate revenues may decline due to payment shortfalls by commercial or residential tenants, impacted also by falling turnover in the retail segment due to the strength of the Swiss Franc.

Industry observers and participants alike are on the alert for indicators of regional oversupply, closely scrutinizing the construction industry and broader market developments. While investors are generally prepared to take on calculated risks, but they are demanding a higher yield if cash flows relating to the property are not secured.

Future focus on residential These trends and lower growth expectations are causing commercial properties in particular to be subjected to more rigorous appraisal, and a worsening of economic conditions would most likely prevent prices from rising substantially further. We therefore expect commercial property prices to stabilize, while residential buildings remain the main focus of investment activity, with prices in central locations continuing to climb.

Simultaneously, the recent boom in private mortgages looks set to slow down as banks become more restrictive in their lending and consumers become increasingly prudent. Stability is the watchword – smashed only if there are dramatic macro-economic developments in Switzerland and the Eurozone and/or if interest rates substantially change, encouraging funds to seek alternative investments.

While activity is almost certain to remain high in 2013, buyers will become increasingly critical of assets and more reserved in the prices they are prepared to pay.

In a relatively protected and affluent environment, it can be easy to forget that Switzerland is part of a hugely dynamic globalized system of economies, industries, political and social systems. Yet major Swiss firms provide a constant reminder of Switzerland’s interactions and inter-dependencies with the rest of the world. Representing some of the world’s largest businesses in their respective fields, they not only operate in a multitude of economies and cultures, but also employ countless Swiss and foreign nationals here at home.

Evolve or dissolve: M&A in a world of change

Focu

s Topics

The possibilities to which these inter-dependencies give rise are hugely varied. Events far from Switzerland’s borders can have significant implications for our businesses. Floods in Thailand; the tragic events surrounding Fukushima in Japan; the opening up of Myanmar to foreign trade and investment; changes in attitude in and towards North Africa and the Middle East in the aftermath of the Arab Spring; the increasing frequency and severity of extreme weather events as a result of climate change… Opportunities and threats constantly arise and evolve, impacting directly owned operations as well as the entire length of the supply chain.

And that is before we come to technological developments that are reshaping the way we do business and communicate. Every generation tends to believe that life is changing faster than ever before, but consider the fundamental changes experienced over the past decade in the way we live and work – and the evolutions in mobile technology that continue to accelerate.

Beware the company that thinks it is safe and that it can stand still, “secure” in its reputation and the quality of its brand. For events constantly demonstrate to us the inter-connected nature of the global economy and the rapid pace with which events can outpace corporate approaches.

Thank goodness we live in SwitzerlandIn the midst of this upheaval, Switzerland has the good fortune to appear a harbor of wealth, peace and political stability. Despite complex challenges arising from the Swiss Franc / Euro exchange rate, pressures on export industries and the reshaping of the financial industry, confidence remains strong as the economy continues to grow. It may often seem as though Switzerland develops against the odds – BIP growth is estimated at 1.3% for 2013, which for many Eurozone companies would be a dream come true given present conditions.

A renewed economic crisis would hit not only the usual suspects. The Greeks, Portuguese, Italians and Spaniards already face a critical situation. After that it may well be the French, whereupon even the Germans may be vulnerable. And occurrences in Germany have a tendency to spill over into Switzerland given the closeness of the two economies. Ongoing problems in the European capital markets could therefore spell significant trouble for Switzerland, whose export-oriented industry is exposed given record real estate prices and high labor costs. However, Swiss businesses have the potential to come out of the crisis stronger than those of most other Western nations thanks to relatively strong balance sheets and high levels of liquidity, as well as the international association of Swiss goods with quality and reliability.

Keep your friends close but your enemies closerSome of the drivers of Switzerland’s perceived success come at a bad moment in European affairs, however. Inter alia, the refusal of the German Bundestag to ratify the proposed tax agreement with Switzerland, issues surrounding flight paths in and out of Zurich airport and upcoming negotiations concerning the free movement of people with the EU’s new member state, Croatia. Now is not the best time for foreign governments to notice companies seeking tax advantage in the Swiss Cantons. Migration to Switzerland such as that seen by Coca-Cola Hellenic or the rapid growth of the commodities businesses around Zug and Geneva/Lausanne have the capacity to excite passions among economies that are struggling for tax revenues, triggering sharp responses and counter-actions by EU member states.

Governments and publics are indeed becoming more vocal in their sentiments towards multi-nationals’ tax structures, most notably in the US and UK where the media is full of reports of major global firms paying close to zero tax on hundreds of millions of dollars turnovers in a given


jurisdiction. Outrage against corporates minimizing their tax bills when ordinary citizens are facing severe austerity measures could easily turn to anger against the governments seen to be offering refuge.

It is not difficult to see how quickly things can change or how advantage can be used as a basis for criticism and action. While no-one is suggesting that the Swiss economy will suddenly become an international pariah and its businesses suffer hugely, the fact is that we must all be ready to deal with change, and indeed embrace it.

The CEO’s challenge: M&A as true corporate developmentWhat do visionary CEOs seek to do in a restless and instable market? Control costs? Of course. Move to secure profits and avoid unnecessary risks? Yes, certainly. But most of all they will think about where their businesses can generate new and additional earnings in the years to come. They determine how to hedge their bets and how their company can not only survive the current crisis but also seize previously unrealized opportunities to stride forward and emerge as a market leader when the crisis has past.

Achieving efficiencies, product development and organic growth are all key elements, but more fundamental and radical changes may ultimately require an M&A transaction. Whether through a landmark deal, a solid bolt-on acquisition or a divestiture, optimizing assets and product portfolios is key to the sustainable long-term development and positioning of a successful company. The TMT sector is a classic example of this. Some years ago, Nokia was king of the mobile telephone universe, controlling the mobile market and being praised by the financial community and industry observes for their innovation, success and unbreakable market position. However, typical in any dynamic landscape, competitors such as Apple – for some time a perceived “cheap” potential takeover target – were busy being creative behind the scenes, eventually launching products that not only rivalled but leapfrogged existing handsets in terms of style, usability and desirability, almost decimating Nokia’s presence in the mobile market.

Progressive thinkers across many industries have become experts at seeking out and acquiring smaller players with bright ideas or competitors with complementary technologies. Recognizing that they must stay one step ahead of the market, or preferably drive the market changes themselves, they are never satisfied with the know-how their company currently possesses, always thinking – and in fact knowing – that a start-up somewhere will have an idea that becomes the next big thing, whether in media or in biotech, to name but two.

Retaining the leadM&A is, and will remain, at the heart of business strategies. This is as true for mid-sized Swiss businesses as it is for the largest entities. New customers must be found, market entry secured, market share built. For all but the lucky few, this is a task that cannot be achieved through organic growth alone.

The leading Swiss companies have generally shown tremendous vision and strategic logic in undertaking transactions. Such opportunities are also open to mid-market businesses that might use M&A as a tool for injecting entrepreneurism and new capabilities.

Swiss players can, do and should take a leading role in the global M&A market, focusing on: Portfolio optimization to achieve true focus Acquiring sustainable growth opportunities Securing market positions (defensive M&A) and occupying new, high potential markets.

In a restless and ever-changing world, it is often the company that can respond quickest that will succeed – the company that can obtain access to new technologies and secure admission to new markets. M&A is not the solution to all ills, but compared to its sluggish cousin, organic growth, it can offer speed, dynamism and an injection of new competitive advantage when it is most needed.


Stefan KuhnPartner, Head of M&A Tax T: +41 58 249 54 14E: [email protected]


List of 2012 Swiss M&A Transactions

Chemicals

Announced date


Feb 2012 Aluflexpack d.o.o. 100 Croatia Montana Tech Components AG (in consortium with others)

Switzerland Hypo Alpe-Adria-Bank AG

Austria 65.0

Mar 2012 BASF SE (IMEX offset printing inks business)

100 Germany Quantum Kapital AG Switzerland - - n/a

Apr 2012 APAG Holding AG 90 Switzerland Kanoria Chemicals & Industries Ltd

India - - 8.5

May 2012 Foamalite Ltd 100 Ireland 3A Composites Holding AG

Switzerland - - n/a

Jun 2012 Gascogne Laminates Switzerland

100 Switzerland UPM Raflatac Oy Finland - - n/a

Aug 2012 DuPont Professional Products insecticide business

100 United States Syngenta AG Switzerland DuPont United States 125.0

Sep 2012 Pasteuria Bioscience Inc 100 United States Syngenta AG Switzerland Various Various 113.0

Sep 2012 Devgen NV 100 Belgium Syngenta AG Switzerland Various Various 463.0

Oct 2012 RUAG Coatings AG 100 Switzerland Impreglon SE Germany - - n/a

Nov 2012 Staerkle & Nagler AG 100 Switzerland DKSH Holding Ltd. Switzerland - - n/a

Nov 2012 Dobroplast Sp zoo SKA 100 Poland AFG Arbonia-Forster-Holding AG

Switzerland - - n/a

Dec 2012 Emulsion Business, Paper Specialities, Textile Chemicals

100 Switzerland SK Capital Partners LP United States Clariant AG Switzerland 550.0


Commodities

Announced date


Jan 2012 Terminal de Carvao da Matola

35 Mozambique Vitol Anker International BV

Switzerland Grindrod Limited South Africa 68.0


Switzerland Various Various 40,212.6

Feb 2012 Chemoil Energy Limited 38 Hong Kong Singfuel Investment Pte Ltd (Glencore)

Switzerland - - 174.0

Feb 2012 Montanwerke Brixlegg AG

100 Austria Umcor AG Switzerland - - 365.6

Feb 2012 CHAO Kolos 100 Ukraine Glencore International PLC

Switzerland Cisp Ltd Ukraine 80.0

Mar 2012 Trevali Mining Corp 9 Canada Glencore International PLC


Mar 2012 Coking coal deposit from Talisman Energy

100 Canada Xstrata Switzerland - - 500.0

Mar 2012 GKE Metal Logistics Pte Ltd

51 Singapore Louis Dreyfus Commodities Asia Pte Ltd.

Switzerland Van Der Horst Energy Limited

Singapore n/a


Switzerland Various Various 6,120.8

Mar 2012 Ello-Puma Distribuidora de Combustiveis S.A.

100 Brazil AleSat Combustiveis S.A.

Brazil Trafigura Beheer B.V., Grupo Tavares de Melo, Grupo JB, Portus

Switzerland n/a

Mar 2012 Cocamar Cooperativa Agroindustrial (Paranavai orange juice plant)

100 Brazil Louis Dreyfus Commoditites B.V.

Switzerland Cocamar Cooperativa Agroindustrial

Brazil n/a

Mar 2012 Optimum Coal Holdings Limited

37 South Africa Glencore International plc


Mar 2012 Cockett Marine Oil Limited

50 UK Vitol Holding B.V. Switzerland Grindrod Limited South Africa n/a

May 2012 Imperial Sugar Company - United States Louis Dreyfus Commodities LLC


May 2012 Petroplus Refining Cressier SA

100 Switzerland Varo Holding SA Switzerland - - n/a

May 2012 KenolKobil Ltd 50 Kenya Puma Energy LLC Switzerland - - n/a

May 2012 Mineracao Caraiba SA 29 Brazil Glencore International PLC

Switzerland Branford RJ Participacoes SA

Brazil 118.5

May 2012 Samref Overseas / Samref Congo

24 Panama Glencore International PLC

Switzerland Gorupo Bazano S.p.r.l/High Grade Minerals S.A.

Congo 480.0

May 2012 Ingolstadt Refinery 100 Germany Gunvor Group Switzerland - - n/a

Jul 2012 Ecoval Dairy Trade - Netherlands Louis Dreyfus Commoditites B.V.

Switzerland C.V. Datrex Beheer, Prominter N.V./S.A

Belgium n/a

Jul 2012 Vale Manganese Norway AS

100 Norway Glencore International PLC


Jul 2012 Vale Manganese France SASU

100 France Glencore International PLC


Jul 2012 Vale Manganese France/Norway SAS

- France Glencore International PLC

Switzerland Vale S.A. Brazil 160.0

Jul 2012 Northern Iron Limited 100 Australia Prominvest AG Switzerland - - 646.0

Aug 2012 Canadian Fertilizers Limited

34 Canada CF Industries Holdings, Inc.

United States Glencore International plc

Switzerland 914.0

Aug 2012 Kolmar Management Company LLC

60 Russia Gunvor Group Switzerland - - n/a


Announced date


Sep 2012 38 Shallow Water Drilling Rigs (Transocean Ltd.)

100 Switzerland Shelf Drilling International Holdings, Ltd.

United Arab Emirates

Transocean Ltd. Switzerland 1,050.0

Sep 2012 ACCL Pty Ltd - Australia Glencore Grain Pty Ltd Switzerland AACL Holdings Limited

Australia 0.5

Sep 2012 Griffiths Energy-Mangara and B

25 Chad Glencore International PLC


Sep 2012 Griffiths Energy-Exploration A

33 Chad Glencore International PLC


Sep 2012 LN Metals International Ltd

100 United Kingdom

MRI Trading AG Switzerland - - 12.3

Sep 2012 Melior Resources Inc 66 Canada Pala Investments Holdings Ltd


Sep 2012 Kazzinc Ltd 19 Kazakhstan Glencore International plc

Switzerland Verny Capital JSC Kazakhstan 1,395.0

Oct 2012 Oil Terminal in Port of Antwerp

100 Belgium Mercuria Energy Asset Management B.V.

Switzerland Nafta (B) N.V. Belgium n/a

Oct 2012 Mercator Minerals Ltd 18 Canada Nevada Copper Corp Canada Pala Investments Holdings Ltd

Switzerland 25.9

Oct 2012 Asian Mineral Resources Ltd

32 Canada Investor Group Switzerland - - 10.2

Oct 2012 Medco Sarana Kalibaru PT 64 Indonesia Puma Energy International BV

Switzerland - - n/a

Oct 2012 CEC North Star Energy Ltd

22 Canada Octagon 88 Resources Inc


Oct 2012 Vesta Terminals B.V. 50 Switzerland Sinomart KTS Development Limited

Bermuda Mercuria Energy Asset Management B.V.

Switzerland 163.8

Oct 2012 Hana Mining Ltd 82 Canada Cupric Canyon Capital LLC

United States Pala Investments Holdings Ltd

Switzerland 67.1

Oct 2012 Belgian Refinery 100 Belgium Gunvor Group Switzerland n/a

Dec 2012 Usina Sao Carlos storage facility and rights (Biosev S.A.)

100 Brazil Sao Martinho SA Switzerland Louis Dreyfus (Biosev S.A.)

Switzerland 96.0


Consumer Markets

Announced date


Jan 2012 La Morella Nuts SA 100 Spain Barry Callebaut AG Switzerland - - n/a

Jan 2012 Smart Grids AG 100 Germany Sarchem AG Switzerland - - 24.0

Jan 2012 Convenience Concept GmbH

100 Germany Valora Holding AG Switzerland - - n/a

Feb 2012 Kolos AO 100 Ukraine Glencore International plc

Switzerland Cisp Ltd Ukraine 80.0

Feb 2012 Mösli Fleischwaren AG 100 Switzerland Orior AG Switzerland - - n/a

Mar 2012 Prothor Holdings SA 100 Switzerland Citizen Holdings Co Ltd Japan - - 70.7

Mar 2012 Fly (Schweiz) AG 100 Switzerland Mobilier Europeen SA France - - n/a

Mar 2012 De Grisogono SA 45 Switzerland Angolan crude oil investors

Angola - - n/a

Apr 2012 Simon Et Membrez SA 100 Switzerland Swatch Group AG Switzerland - - n/a

Apr 2012 SKINS Global Holding AG 36 Switzerland Jaimie Fuller United Kingdom

Equity Partners Pty Ltd

Australia 30.0

Apr 2012 United Coffee 100 Switzerland UCC Holdings Co Ltd Japan CapVest Limited; Harkjaer 1 Limited

United Kingdom

615.0

Apr 2012 Pfizer Nutrition 100 United States Nestle SA Switzerland Pfizer Inc United States 11,850.0

May 2012 Gastro Star AG 100 Switzerland Hilcona AG Liechtenstein - - n/a

May 2012 Cash+Carry Angehrn 50 Switzerland Migros-Genossenschafts-Bund

Switzerland - - n/a

May 2012 Contashop AG 100 Switzerland Spar Handels AG Switzerland Oettinger Imex AG Germany n/a

Jun 2012 Hess Natur-Textilien GmbH

100 Germany CapVis Equity Partners AG

Switzerland - - n/a


Gibraltar 6,665.5

Jun 2012 Charles Fueglister AG 100 Switzerland Tobi Seeobst AG Switzerland - - n/a

Jul 2012 Acrotec SA - Switzerland Quilvest SA Luxembourg - - 32.0

Jul 2012 Kaiku Corporacion Alimentaria

23 Spain Emmi AG Switzerland - - n/a

Jul 2012 MMH Holding AG 100 Switzerland Weita Holding AG Switzerland - - n/a

Jul 2012 Distrimondo AG 100 Switzerland Bunzl Plc United Kingdom

Markus Meier (Private Investor); Reto Hofmann (Private Investor); Daniel Meier (Private Investor)

Switzerland n/a

Jul 2012 Telcos Srl 15 Italy Interfines Ag Switzerland Almaviva Technologies Srl

Italy n/a

Jul 2012 Korolevskaya Voda 100 Russia Nestle SA Switzerland - - 50.0

Aug 2012 Limoni SpA 50 Italy Orlando Italy Management SA


Aug 2012 Vilebrequin International SA

100 Switzerland VBQ Acquisition BV Netherlands - - 133.9

Aug 2012 Venchiaredo SpA 26 Italy Emmi AG Switzerland - - n/a

Aug 2012 Hogrefe AG-Bookstores,Magazine

100 Switzerland Lehmanns Media GmbH

Germany - - 15.0

Aug 2012 s.Oliver Bernd Freier GmbH

100 Germany Schild AG Switzerland - - n/a

Aug 2012 Domino’s Pizza Switzerland AG

100 Switzerland Domino’s Pizza UK & IRL PLC

United Kingdom

- - 8.0

Sep 2012 Folli Follie SA 51 Greece Dufry AG Switzerland - - n/a

Sep 2012 Peter Millar 100 United States Compagnie Financiere Richemont SA

Switzerland - - n/a


Announced date


Sep 2012 Brezelbaeckerei Ditsch GmbH

100 Germany Valora Holding AG Switzerland - - 107.0

Oct 2012 Hellenic Duty Free Shops S.A. (Travel Retail Business)

51 Switzerland Dufry Group Switzerland Hellenic Duty Free Shops S.A.

Greece 258.0

Oct 2012 Tegut-Retail Business 100 Germany Genossenschaft Migros Zuerich

Switzerland - - n/a


Germany Bank Sarasin & Cie AG; Dr August Oetker KG

Switzerland 1,940.0

Oct 2012 DocMorris NV 100 Netherlands Zur Rose AG Switzerland - - 32.4

Oct 2012 Lacoste S.A. 30 France Maus Freres SA Switzerland - - 388.3

Nov 2012 Givaudan SA (Vegetables, wine and vinegar extracts business)

100 Switzerland DIANA Group SA France Givaudan SA. Switzerland n/a

Nov 2012 Lacoste S.A. 28 France Maus Freres SA Switzerland - - 357.6

Nov 2012 Faberge Ltd 100 Switzerland Gemfields PLC United Kingdom

Pallinghurst Resources LLP

United Kingdom

133.0

Nov 2012 Fnac Italia SpA 100 Italy Orlando Italy Management SA

Switzerland FNAC SA France n/a

Nov 2012 Petra Foods-Cocoa Ingredients

100 Singapore Barry Callebaut AG Switzerland Petra Foods Limited Singapore 950.0


Financial Services

Announced date


Jan 2012 Mirabaud Finanzas Sociedad

75 Spain Mirabaud & Cie Banquiers Prives

Switzerland - - n/a

Jan 2012 EFG Bank Dänemark AB 100 Denmark SEB AG Germany EFG Banken Gruppe Switzerland n/a

Jan 2012 Wegelin & Co. 100 Switzerland Raiffeisen Schweiz Switzerland Wegelin & Co. Switzerland n/a

Jan 2012 SIF Swiss Investment Funds SA

100 Switzerland CACEIS (Switzerland) SA

Switzerland - n/a

Feb 2012 Swisspartners Investment Network AG

67 Switzerland unknown Unknown Liechtensteinische Landesbank (LLB)

Liechtenstein n/a

Feb 2012 Arkos Capital SA 100 Switzerland GAM Group AG Switzerland - - n/a

Feb 2012 CMB Banque Privee (Suisse) SA

100 Switzerland PKB Privatbank AG Switzerland - - n/a

Feb 2012 Nexar Capital SAS 100 France Union Bancaire Privee{UBP}

Switzerland - - n/a

Mar 2012 Ariel-Credit and Surety Ops

100 Switzerland Arch Capital Group Ltd Bermuda - - n/a

Mar 2012 Walkers Management Services

100 Cayman Islands Intertrust Group Holding SA

Switzerland - - n/a

Mar 2012 Marble Bar Asset Management

- United Kingdom

Investor Group United Kingdom

EFG International AG Switzerland 31.4

Mar 2012 Clariden-ILS Business 100 Switzerland LGT Capital Management AG

Liechtenstein - - n/a

Mar 2012 Arbuthnot AG 100 Switzerland Ducartis Holding AG Switzerland - - 2.2

Apr 2012 Securis Investment Partners LLP (Majority Stake)

100 United Kingdom

Northill Capital LLP Jersey Swiss Re AG Switzerland n/a

May 2012 Catam Asset Management / Asserta Asset Management / F.I.T. G

100 Switzerland Management schweizer Unternehmung

Switzerland Cat Group AG Switzerland n/a

May 2012 Reassure America Life Insurance Company

100 United States Jackson National Life Insurance Company

United Kingdom

Swiss Re AG Switzerland 600.0

Jun 2012 Banco Santander (Suisse) SA

100 Spain Union Bancaire Privee, UBP SA

Switzerland Banco Santander, S.A. Spain n/a

Jun 2012 PT Asuransi Jaya Proteksi 100 Indonesia ACE Limited Switzerland - - 130.0

Jul 2012 GAN Eurocourtage 100 France Helvetia Holding AG Switzerland Groupama SA France 49.5

Jul 2012 Swiss Re Private Equity 100 Switzerland BlackRock Inc United States - - n/a

Jul 2012 Bank Sarasin & Cie AG 40 Switzerland Grupo Safra SA Switzerland Various Various 699.3

Aug 2012 BOA Merrill Lynch-Wealth Mgmt

100 Switzerland Julius Baer Group Ltd Switzerland Bank of America United States 883.3

Sep 2012 Fianzas Monterrey SA 100 Mexico ACE Ltd Switzerland - - 285.0

Oct 2012 Clariden Leu(Europe)Ltd 100 United Kingdom

Falcon Private Bank Ltd Switzerland - - n/a

Oct 2012 ABA Seguros 100 Mexico ACE Limited Switzerland Ally Financial Inc. United States 865.0

Nov 2012 Accion Investments in Microfinance, SPC (Controlling stake)

100 United States Bamboo Finance S.a.r.l. Switzerland ACCION International United States 105.0

Nov 2012 Chiara Vita SpA 30 Italy Helvetia Holding AG Switzerland Banco Di Desio e Della Brianza

Italy 28.8

Nov 2012 Chiara Assicurazioni SpA 51 Italy Helvetia Holding AG Switzerland - - 21.8

Dec 2012 Intertrust Group Holding SA

100 Switzerland Blackstone Group LP United States Waterland Private Equity Investments BV

Netherlands 867.5

Dec 2012 Oslo Clearing ASA 100 Norway SIX Group AG Switzerland VPS Holding Norway 32.1


Industrial Markets

Announced date


Jan 2012 Aerowatt SA 70 France Kleinkraftwerk Birseck AG

Switzerland Viveris Management SAS; Credit Agricole Private Equity; Demeter Partners SA

France 49.9

Jan 2012 Rioglass Solar SA 49 Spain Partners Group Holding; Ventizz Capital Fund IV L.P.


Jan 2012 Gohlke Elektronik GmbH 100 Germany CCS Customer Care & Solutions Holding AG

Switzerland - - n/a

Jan 2012 Thomas & Betts Corp 100 United States ABB Ltd Switzerland Various Various 3,901.3

Jan 2012 payment solution AG 59 Germany Bluehill ID AG Switzerland - - 9.0

Feb 2012 IMA Automation Berlin GmbH

100 Germany Mikron Holding AG Switzerland - - n/a

Feb 2012 TLM-TVP doo - Croatia Montana Tech Components AG

Switzerland - - 4.7

Feb 2012 Maag Pump Systems AG 100 Switzerland Dover Corp United States - - 303.9

Feb 2012 Uster Technologies AG 50 Switzerland Toyota Industries Corporation

Japan Various Various 318.7

Feb 2012 CIEFFE Holding SpA 100 Italy 1C Industries Zug AG Switzerland - - n/a

Mar 2012 Pyromex AG 70 Switzerland PowerHouse Energy Group Plc

United Kingdom

Peter Jeney (Private Investor)

- 52.0

Mar 2012 Oerlikon Solar Holding AG 100 Switzerland Tokyo Electron Ltd Japan The Oerlikon Group Switzerland 275.6

Mar 2012 AKAtech 55 Austria Zurmont Madison Private Equity LP

Switzerland - - n/a

Mar 2012 Stadler Rail AG 20 Switzerland Peter Spuhler (Private Investor)

Switzerland Capvis Equity Partners AG

Switzerland n/a

Mar 2012 Rauscher & Stoecklin AG 100 Switzerland CGS Management AG (Funding)

Jersey - - n/a

Mar 2012 HERZING + SCHROTH GmbH

100 Germany Feintool International Holding AG

Switzerland - - n/a

Mar 2012 Aseptomag AG 100 Switzerland GEA Group AG Germany - - n/a

Mar 2012 Pentair Inc 53 United States Tyco Flow Control Switzerland Various Various 5,230.0

Apr 2012 CT-Concept Technologie AG

100 Switzerland Power Integrations Inc United States - - 116.2

Apr 2012 Leybold Optics GmbH 100 Germany Buehler AG Switzerland - - n/a

Apr 2012 Pilatus Flugzeugwerke AG 14 Switzerland Investor Group Switzerland OC Oerlikon Corp AG Switzerland n/a

Apr 2012 Port-A-Cool LLC 100 United States Walter Meier AG Switzerland - - n/a

Apr 2012 Connectors Verbindungstechnik

100 Switzerland NORMA Group AG Germany - - n/a

May 2012 Trimco International Holdings Limited (Majority Stake)

100 China Partners Group Holding Switzerland Navis Asia Fund IV L.P. Malaysia 11.2

May 2012 Risi AG-Civil Engineering 100 Switzerland Johann Mueller AG Switzerland - - n/a

May 2012 Indo Schottle Auto Parts Pvt

45 India SFS Intec Holding AG Switzerland - - 30.0

May 2012 WinGroup AG 36 Switzerland Nordstjernan Industriutveckling AB

Sweden - - n/a

May 2012 Almatec AG 100 Switzerland Knill Gruppe Austria VTC Partners GmbH; Jurg J. Spieler (Private individual); Alfred Hertli (Private investor)

Germany n/a

May 2012 e2v Microsensors SA 100 Switzerland SGX Sensortech Ltd United Kingdom

- - 24.0


Announced date


May 2012 Independent Pipe Products Inc

100 United States Georg Fischer Piping Systems Ltd

Switzerland - - n/a

May 2012 Bumotec SA 100 Switzerland Starrag Group Holding AG

Switzerland - - n/a

May 2012 Pago Holding AG 100 Switzerland Fuji Seal International Inc

Japan - - 128.5

May 2012 Petrowell Ltd 100 United Kingdom

Weatherford International Ltd

Switzerland - - n/a

Jun 2012 Graph-Tech AG 81 Switzerland Domino Printing Sciences PLC

United Kingdom

- - 30.0

Jun 2012 Revue Thommen AG 100 Switzerland ZAO “Tranzas” Russia - - n/a

Jun 2012 Soutec AG 100 Switzerland Andritz AG Austria VTC Partners GmbH Germany n/a

Jul 2012 OC Oerlikon Corporation AG

100 Switzerland Mizar Holding Company, Inc.

United States OC Oerlikon Corporation AG

Switzerland n/a

Jul 2012 CGM AB - Sweden ABB Ltd Switzerland - - n/a

Jul 2012 WMF Württembergische Metallwarenfabrik AG

100 Germany KKR Kohlberg, Kravis, Roberts & Co.

United Kingdom

CapVis Equity Partners AG

Switzerland 305.9

Jul 2012 Nedis BV 100 Netherlands Daetwyler Holding AG Switzerland Konig Corporate Holding BV; Gilad BVBA

Netherlands; Belgium

n/a

Jul 2012 Bartec GmbH 100 Germany Charterhouse Capital Partners LLP

United Kingdom

Partners Group AG Switzerland n/a

Jul 2012 RGM S.p.A. (Rail Vehicle Power Business)

100 Italy ABB Ltd Switzerland RGM S.p.A. Italy 14.0

Aug 2012 Allpack Group AG 100 Switzerland Rhenochem AG Switzerland - - n/a

Aug 2012 TSK Pruefsysteme GmbH 100 Germany Komax Holdings AG Switzerland - - n/a

Aug 2012 Temple Tag, Inc. 100 United States Datamars SA Switzerland 6.4

Aug 2012 Tornos SA 5 Switzerland Walter Fust Switzerland - - n/a

Aug 2012 Unisteel Technology Ltd 100 Singapore SFS Intec Holding AG Switzerland - - n/a

Aug 2012 Microoled SAS - France STMicroelectronics NV Switzerland - - 7.5

Sep 2012 Anhui Zhongding Taike Auto

50 China Daetwyler Holding AG Switzerland - - 63.7

Sep 2012 Xiril AG 100 Switzerland Sias AG Switzerland - - n/a

Sep 2012 Swisslog Holding AG 10 Switzerland Grenzebach Maschinenbau GmbH

Germany - - n/a

Sep 2012 Nexus Marine AB 100 Sweden Garmin Ltd Switzerland - - n/a

Sep 2012 Wetzel Holding AG 100 Switzerland Matthews International Corp

United States - - 55.5

Sep 2012 Ionbond AG 100 Switzerland IHI Corp Japan - - n/a

Oct 2012 FHS Frech-Hoch AG 100 Switzerland ESTECH Industries Holding AG


Oct 2012 Saia-Burgess Controls AG 100 Switzerland Honeywell International Inc


Oct 2012 KVT-Fastening Branch 100 Switzerland Bossard Holding AG Switzerland - - 214.5

Oct 2012 Pergo AG 100 Switzerland Mohawk Industries Inc United States - - 150.0

Nov 2012 Trinecke Zelezarny as 11 Czech Republic Moravia Steel as Czech Republic Commercial Metals GmbH

Switzerland 29.0

Nov 2012 Swissmetal Luedenscheid GmbH

100 Germany LBIS SA Switzerland - - n/a

Nov 2012 MWH Barcol-Air AG 80 Switzerland Walter Meier AG Switzerland - - n/a

Nov 2012 TE Connectivity Ltd-Magnetics

100 Switzerland Bel Fuse Inc United States - - 22.4


Announced date


Nov 2012 BT Magnet Technologie GmbH

100 Germany Quantum Kapital AG Switzerland Robert Bosch GmbH; TDK Electronics Europe GmbH

Germany n/a

Dec 2012 OC Oerlikon-Natural Textiles

100 Switzerland Jiangsu Jinsheng Industry Co Ltd

China - - 702.5

Dec 2012 Volvo Baumaschinen Bayern GmbH

100 Germany Robert Aebi AG Switzerland Volvo Construction Equipment

Belgium n/a

Dec 2012 Filtrox Engineering AG 100 Switzerland Bucher Unipektin AG Switzerland - - n/a

Dec 2012 Ismeca Semiconductor Holding

100 Switzerland Cohu Inc United States - - 54.5

Dec 2012 Aceros y Techos S.A.; Galvanizadora Peruana, S.A.C.

75 Peru Duferco S.A. Switzerland - - 8.0

Dec 2012 Apollo Construction Equipment

70 India Ammann Group Switzerland - - 51.3

Dec 2012 OELHYDRAULIK ALTENERDING

100 Germany Bucher Industries AG Switzerland - - n/a

Dec 2012 Astrolab Inc. 100 United States HUBER+SUHNER AG Switzerland - - n/a


Pharmaceuticals & Life Sciences

Announced date


Jan 2012 Sonnenhof AG-Hospitals(2)

- Switzerland Stiftung Lindenhof Bern Switzerland - - 51.0



5,806.0



United States 1,525.0

May 2012 Neodent 49 Brazil Straumann Holding AG Switzerland Private Investors Various 275.3

May 2012 Alliance Medical Products, Inc.

100 United States Siegfried Holding AG Switzerland Various Various 58.0

Jul 2012 Ondal Medical Systems GmbH

100 Germany Capvis Equity Partners AG

Switzerland Findos Investor GmbH

Germany n/a

Jul 2012 Micro-Macinazione SA - Switzerland Cross Equity Partners AG


Jul 2012 Klinik Lindberg AG 100 Switzerland Privatklinik Bethanien AG

Switzerland - - n/a

Aug 2012 OLIC Ltd. Switzerland Fuji Pharma Japan DKSH Holding AG Switzerland 54.1

Sep 2012 F2G Ltd 100 United Kingdom

Novartis Bioventures Ltd.; Advent Life Sciences


Sep 2012 NeuroSearch A/S-Huntexil 100 Denmark Ivax International GmbH Switzerland - - 35.4

Nov 2012 SENIOcare AG - Switzerland Waterland Private Equity Investments BV

Netherlands Akina Partners Limited (Euro Choice II fund)

Switzerland n/a

Nov 2012 Straumann Holding AG 10 Switzerland Government of Singapore Investment Corp Pte Ltd{GIC}

Singapore - - n/a

Nov 2012 Peptidream Inc - Japan Novartis AG Switzerland - - 7.5

Dec 2012 Spirig Pharma AG 100 Switzerland Galderma Pharma SA Switzerland - - n/a


Power & Utilities

Announced date


Mar 2012 Borkum Riffgrund 1 32 Germany Kirkbi AG Switzerland Dong A/S Denmark 7.0

Apr 2012 Gemeinde Oberhofen-Electric

100 Switzerland Energie Thun AG Switzerland - - 8.1

Apr 2012 Alpiq Holding AG (Energieversorgungs-technik Division)

100 Switzerland VINCI Energies S.A. United Kingdom

Alpiq Holding AG Switzerland 392.0

May 2012 Repartner Produktions AG - Switzerland Energie Wasser Luzern{ewl}

Switzerland Various Various 53.8

May 2012 Wind farm in Aveyron 100 France Terravent AG Switzerland Direct Energy France n/a

Jul 2012 Windreich AG-Wind Turbines(7)

100 Germany Swisspower AG Switzerland - - n/a

Jul 2012 etwag 100 Switzerland Erdgas Zuerich AG Switzerland - - 15.1

Jul 2012 Eight wind farms in France

100 Switzerland Groupe E SA; EOS Holding SA; SI-REN SA

Switzerland Eolfi Asset Management

France 147.0

Sep 2012 Nant de Drance SA 15 Switzerland IWB Industriele Werke Basel

Switzerland Alpiq AG Switzerland 323.7

Dec 2012 Repower AG 25 Switzerland Investor Group Switzerland Alpiq Holding AG Switzerland n/a

Dec 2012 Romande Energie Holding SA

6 Switzerland Romande Energie Holding SA

Switzerland Alpiq Holding AG Switzerland 85.4

Dec 2012 Photovoltaic plant in Totana

100 Spain Lufin Partners AG Switzerland - - 39.6


Technology, Media & Telecommunications

Announced date


Jan 2012 Synchronica PLC 100 United Kingdom

Myriad Group AG Switzerland - - 37.6

Jan 2012 Medium GmbH 100 Germany The ALSO-Actebis Group

Switzerland - - n/a

Jan 2012 Plancal AG 100 Switzerland Trimble Navigation Limited

United States - - n/a

Jan 2012 Petroplus Holdings AG - Switzerland Creditors Switzerland - - n/a

Jan 2012 Reize Optik AG - Switzerland Essilor International SA France - - n/a

Jan 2012 Trivon AG - Switzerland Virgin Media Inc United Kingdom

Private Investors Various 106.0

Feb 2012 Cofina SGPS SA 17 Portugal Credit Suisse Switzerland - - 14.7

Feb 2012 Seiler Hotels Zermatt AG 91 Switzerland Christian Seiler Switzerland - n/a

Feb 2012 Zustellgeschäft der AWZ AG

100 Switzerland Die schweizerische Post Switzerland - - n/a

Mar 2012 Ascom Holding AG-Defence Unit

100 Switzerland Ruag Holding AG Switzerland - - 18.8

Mar 2012 Suhrkamp Verlag GmbH & CO KG

61 Germany Medienholding Winthertur AG

Switzerland - - n/a

Mar 2012 BCI Cherganovo EOOD 100 Bulgaria H1 Venture Swiss Holding AG

Switzerland - - 6.6

Apr 2012 Andermatt Gotthard Sportbahnen AG

- Switzerland Andermatt Swiss Alps AG

Switzerland - - 8.5

Apr 2012 Birkhauser Verlag AG 100 Switzerland Walter de Gruyter GmbH & Co KG

Germany - - 12.4

Apr 2012 4M Wireless Ltd 100 United Kingdom

U-Blox AG Switzerland - - 9.0

May 2012 Acetrax AG 100 Switzerland British Sky Broadcasting Group Plc

United Kingdom

- - 24.2

May 2012 AZ Medien AG-Radio 32 50 Switzerland Investor Group Switzerland - - n/a

May 2012 GPC Global Project,RunningBall

100 Switzerland Perform Media Services Ltd

United Kingdom

Private Investors Various 155.3

May 2012 Swisslog Holding AG 11 Switzerland Grenzebach Maschinenbau GmbH

Germany - - n/a

Jun 2012 Grupa Onet.pl SA 75 Poland Ringier Axel Springer Media AG

Switzerland Various Various 272.4

Jun 2012 NRS Printing Solutions AG 100 Switzerland ALSO Schweiz AG Switzerland Peter Nyffenegger (Private Investor); John Zahm (Private Investor)

Switzerland n/a

Jun 2012 Namics AG 91 Switzerland Investor Group Switzerland - - n/a

Jun 2012 GE Healthcare Ltd. (Nurse Call business)

100 United Kingdom

Ascom Holding AG Switzerland GE Healthcare Ltd. United Kingdom

22.0

Jun 2012 Kreis AG 100 Switzerland Groupe Ecotel Chomette Favor

France - - n/a

Jun 2012 Cognovo Ltd 100 United Kingdom

U-Blox AG Switzerland - 16.6

Jun 2012 SwissQual AG 100 Switzerland Rohde & Schwarz GmbH & Co. KG

Germany - - n/a

Jun 2012 Le Plaza Basel AG 86 Switzerland Credit Suisse Funds AG Switzerland - - n/a

Jul 2012 Sportradar AG - Switzerland EQT Expansion Capital II

Guernsey - - 54.2

Jul 2012 NRS Printing Solutions AG 100 Switzerland ALSO Schweiz AG Switzerland - - n/a

Jul 2012 GMC Software AG 100 Switzerland Neopost SA France Private Investors Various 152.0


Announced date


Jul 2012 Velocity Technology Solutions, Inc.

100 United States Partners Group Holding; Silver Lake Sumeru; Northleaf Capital Partners Ltd.

Switzerland Spire Capital Partners, LLC; Tudor Ventures; EisnerAmper LLP

United States n/a

Aug 2012 Starhome BV 100 Switzerland Fortissimo Capital Ltd Israel Comverse Technology Inc; Gemini Israel Ventures: Azini Capital Partners LLP

United States 80.3

Aug 2012 Travel24.com AG 46 Germany Metzler Corporate Finance; LOET Trading AG

Switzerland Unister Holding GmbH

Germany 30.0

Sep 2012 Bleuel Electronic AG 100 Switzerland Sennheiser Electronic GmbH & Co KG

Germany - - n/a

Sep 2012 TransMedia Communications SARL

- Switzerland Time Equity Partners SAS

France - - 7.7

Sep 2012 Telecom Liechtenstein AG 75 Liechtenstein Swisscom AG Switzerland - n/a

Sep 2012 jobs.ch AG 100 Switzerland Tamedia / Ringier Switzerland Global Tiger Management

United States 416.3

Sep 2012 Vigil Software Ltd - United Kingdom

Infinigate Holding AG Switzerland - - n/a

Sep 2012 Teleclub AG 33 Switzerland CT Cinetrade AG Switzerland Ringier AG Switzerland 6.4

Oct 2012 C1 FinCon GmbH-AdviceManager

100 Germany Crealogix Holding AG Switzerland - - n/a

Oct 2012 Zephyr Associates, Inc. 100 United States Informa Group Plc Switzerland Kemmons Wilson Inc United States 62.0

Oct 2012 Improve Digital BV 85 Netherlands PubliGroupe SA Switzerland - - n/a

Oct 2012 Daetwyler-Cabling Solutions

100 Switzerland Pema Holding AG Switzerland - - 20.0

Oct 2012 Fastrax Oy 100 Finland u-blox AG Switzerland - - 17.0

Nov 2012 Red Universal de Marketing y

100 Spain Bravofly SA Switzerland Telefonica, S.A.; Orizonia Corporacion SL

Spain 95.1

Nov 2012 Comfriends S.A. 100 Switzerland Yvan Vuignier (Private Investor)

Switzerland Tamedia AG Switzerland n/a

Nov 2012 Radisson Blu Hotel and Casino

100 Switzerland ACRON HELVETIA X Immobilien AG


Nov 2012 MetroXpress Denmark AS

100 Denmark 20 Minuten AG Switzerland Metro International S.A.

Norway n/a

Dec 2012 Calendaria AG 100 Switzerland Media Print Group GmbH

Germany - - n/a

Dec 2012 Betty Bossi AG 50 Switzerland Coop Genossenschaft Switzerland - - n/a


Other Industries

Announced date


Jan 2012 Wabern – Restaurant Bären

- Switzerland Glanzmann&Dreifuss AG

Switzerland PSP Swiss Property Switzerland n/a

Jan 2012 CIMM Tecnologias y Servicios SA

100 Chile SGS SA Switzerland - - 37.0

Jan 2012 Direct Mail Company AG 50 Switzerland Schweizerische Post Switzerland - - n/a

Jan 2012 DDT GmbH 100 Germany Weiss + Appetito Holding AG

Switzerland - - n/a

Jan 2012 Stopinc AG 50 Switzerland RHI AG Austria - - n/a

Feb 2012 Bauprojekt Lindbergh-Allee Opfikon Glattbrugg

- Switzerland Credit Suisse 1a Immo PK

Switzerland Steiner AG Switzerland 178.9

Feb 2012 Überbauung “Seven” Altstätten (SG)

- Switzerland UBS “Sima” Switzerland - - 42.6

Feb 2012 Grundstück - Switzerland Politische Gemeinde Rüschlikon

Switzerland SBB Switzerland 21.1

Feb 2012 Businesspark Grünau Wabern

- Switzerland Jürg Guggisberg Switzerland Werner Hofmann Switzerland n/a

Feb 2012 Cementval Materiales de 20 Spain Holcim Ltd Switzerland - - n/a

Feb 2012 Helios MPPD B.V. 100 Netherlands deSter Holding BVBA /gategroup Holding


Feb 2012 Fashion Days Holding AG - Switzerland MIH Switzerland - - 56.6

Feb 2012 Lindbergh-Allee 100 Switzerland Credit Suisse Switzerland - - 178.9

Feb 2012 R Haesler AG - Switzerland Constellation Capital AG Switzerland - - n/a

Mar 2012 VSN, Inc. 100 Japan Adecco SA Switzerland SBI Holdings, Inc.; Ant Capital Partners Co Ltd

Japan 123.7

Mar 2012 WerkZwei Areal in Arbon - Switzerland HRS Investment AG Switzerland Oerlikon Saurer Arbon AG

Switzerland 37.3

Mar 2012 Hotel und Thermalbald Vals AG (Hoteba), ohne Felsentherme

- Switzerland Stoffelpart AG (Remo Stoffel)

Switzerland Gemeinde Vals Switzerland n/a

Mar 2012 SRG Hochhaus Giacomettistrasse, Bern

- Switzerland Mobiliar Switzerland SRG Switzerland n/a

Mar 2012 Montena EMC SA-Testing 100 Switzerland Electrosuisse, SEV Verband fuer Elektro-, Energie- und Informations

Switzerland - - n/a

Mar 2012 Selecta Italia SpA 100 Italy IVS Group Holding SpA Italy Selecta Management AG

Switzerland 9.4

Mar 2012 Estudios Tecnicos SA 100 Colombia SGS SA Switzerland - - n/a

Mar 2012 LEONI Studer Hard AG 100 Switzerland Synergy Health PLC United Kingdom

- - 63.0

Mar 2012 Baunova AG 51 Switzerland Strabag SE Austria BH Holding AG Switzerland n/a

Mar 2012 Zwahlen & Mayr SA 70 Switzerland Cimolai SpA Italy - - 30.6

Mar 2012 Ejobs Group SRL 70 Romania Ringier Holding AG Switzerland - - 12.9

Apr 2012 Novotel Nathan Road Kowloon Hotel

100 China Partners Group Holding; CSI Properties Ltd.; Gaw Capital Partners

Switzerland LaSalle Investment Management Inc

Germany 305.0

Apr 2012 TE Connectivity-Professionals

100 Switzerland BlueStream Professional Services LLC


May 2012 LPG Tecnicas en Extincion de

100 Spain Tyco International Ltd Switzerland - - n/a

May 2012 ASC International House SA

100 Switzerland Argos Soditic SA Switzerland - - n/a


Announced date


May 2012 Flightcare S.L.; Flightcare Belgium S.A./N.V.

100 Spain Swissport International AG

Switzerland F.C.C Versia S.A. Spain 175.0

May 2012 Aqualux Products Holding Ltd

- British Indian Ocean Territory

Fetim BV Netherlands AFG Arbonia-Forster-Holding AG

Switzerland n/a

May 2012 Oxygen Aviation Ltd 100 United Kingdom

Perfect Holding SA Switzerland - - n/a


United States Equistone Partners Europe

- 1,258.7

Jun 2012 2 Kommerzielle Liegenschaften (Dietlikon/Egerkingen)

- Switzerland UBS AST-KIS Switzerland - - 58.6

Jun 2012 BrainNet Supply Management Group AG

100 Switzerland KPMG Switzerland - - n/a

Jun 2012 Locher Bauunternehmer AG

100 Switzerland Implenia AG Switzerland - - n/a

Jul 2012 Steinentorstrasse 8, Basel / Businessappartements & Kino

- Switzerland UBS “Sima” Switzerland - - 28.8

Jul 2012 Stadthotels Swissôtel Zürich

100 Switzerland CS REF Hospitality Switzerland - - n/a

Jul 2012 Merchandise Mart Ppty 100 Canada Informa PLC Switzerland - - 52.2

Jul 2012 Catering Businesses of Qantas Airways Ltd

- Australia Gate Gourmet Holding AG

Switzerland - - n/a

Jul 2012 Höhenklinik Valbella Davos Genossenschaft

100 Switzerland HRS Real Estate AG Switzerland - - 70.4

Jul 2012 Campus Böblingen 100 Germany Deka Immobilien GmbH Germany HPI Helvetic Private Investments AG

Switzerland 38.6

Aug 2012 Swissôtel Le Plaza Basel - Switzerland CS REF Hospitality Switzerland - - 79.9

Aug 2012 Hotel Atlantis / Zürich - Switzerland Neue Hotel Atlantis AG Switzerland Rosebud-Gruppe Israel n/a

Aug 2012 Chemlube International, Inc, Sopetra AG

50 Switzerland Chemoil Energy Limited Singapore - - 16.0

Aug 2012 Swissprinters AG - Switzerland SWP Holding AG Switzerland - - n/a

Sep 2012 Geschäftssitz in Muttenz/BL

- Switzerland Sitex Properties Switzerland Valora Switzerland n/a

Sep 2012 Hauptsitz AFG in Arbon TG

- Switzerland Credit Suisse Fond Switzerland AFG Arbonia-Forster-Holding AG

Switzerland n/a

Sep 2012 Haus «Metropol» Börsenstrasse / Zürich

- Switzerland SNB Switzerland Credit Suisse Switzerland n/a

Sep 2012 Wincasa 100 Switzerland Swiss Prime Site AG Switzerland Credit Suisse Switzerland n/a

Sep 2012 Hotels in Basel und Zürich - Switzerland Credit Suisse Hospitality

Switzerland Swissôtel Hotels & Resorts

Switzerland n/a

Sep 2012 Lodestone Management Consultants AG

100 Switzerland Infosys Ltd India Private Investors Various 348.8

Sep 2012 Bahnhofstrasse 53 / Zürich

100 Switzerland Axa Winterthur Switzerland Credit Suisse Switzerland n/a

Sep 2012 "The Chedi" / Andermatt 100 Switzerland Acuro Immobilien AG Switzerland Orascom Egypt 132.5

Sep 2012 Sersa Group AG 100 Switzerland Rhomberg Rail Holding GmbH

Austria - - n/a

Sep 2012 NSI NV-Real Estate Portfolio

100 Switzerland Undisclosed Acquiror Unknown - - 100.8


Announced date


Oct 2012 Basler Zeitung (Aeschenplatz / Basel Hochbergerstrasse in Kleinhüningen)

- Switzerland Robestate (C. Blocher) Switzerland Basler Zeitung Switzerland 69.3

Oct 2012 Trafo / Baden Switzerland UBS Swissreal Switzerland Lochreal BV Netherlands 51.1

Oct 2012 Kardan NV-Real Estate(7) 100 Switzerland Undisclosed Acquiror Unknown - - 78.8

Oct 2012 Jerusalem Economy-RE Portfolio

100 Switzerland Undisclosed Acquiror Unknown - - 77.0

Oct 2012 TMC Group N.V. 100 Netherlands Gilde Buy Out Partners Switzerland - - 89.0

Oct 2012 OEBB-Wien Westbahnhof A3 Build

100 Austria ACRON AG Switzerland - - 112.4

Nov 2012 Uetlihof Office Complex Zürich

100 Switzerland Norges Bank Investment Management (NBIM)

Norway Credit Suisse Switzerland 1,064.7

Nov 2012 Frutt-Lodge & Spa - Switzerland Yunfeng Gao China Eberli Generalunternehmung

Switzerland 54.4

Nov 2012 Kameha Grand Zürich (Hotel)

- Switzerland UBS “Sima” Switzerland Mettler2Invest AG Switzerland n/a

Nov 2012 W.T. Burdens Ltd. (Property, Stock and Vehicle assets)

100 United Kingdom

Wolseley Plc Switzerland W.T. Burdens Ltd. United Kingdom

40.0

Nov 2012 Bravofly SA - Switzerland Investor Group France - - 25.7

Nov 2012 Riverside Business Park 100 Switzerland Swiss Prime Site AG Switzerland - - 95.5



United States Ally Financial Inc. United States 4,200.0

Nov 2012 Hotel frutt LODGE & SPA 100 Switzerland Yunfeng Gao (Private investor)

China Eberli Holding AG Switzerland 53.0

Dec 2012 City Halle / Hauptbibliothek ZHAW Winterthur

- Switzerland CS REF Hospitality Switzerland Implenia Switzerland 53.3

Dec 2012 “Les Portes de Fribourg” 100 Switzerland UBS “Swissreal” Switzerland - - 20.6

Dec 2012 Grand Hotel Bellevue in Gstaad

- Switzerland Daniel Koetser und Rudolf Maag

Switzerland Thomas Straumann Switzerland n/a

Dec 2012 Robert Aebi AG-Falsework Unit

100 Switzerland Implenia AG Switzerland - - n/a

Dec 2012 Gujarat Apollo Industries Limited (Road construction equipment business)

70 India Ammann Group Switzerland Gujarat Apollo Industries Limited

India 73.2

Dec 2012 Eastern Property Holdings Ltd

- Switzerland Aurora Value Fund Liechtenstein - - n/a

KPMG’s M&A Group comprises professionals from the Mergers & Acquisitions,Transaction Services, Valuation 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.


M&A Group

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 ServicesThe 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 ServicesGetting 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 EstateReal 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.


RestructuringWhen 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. Therefore, KPMG regards the improvement of tax structures and the operational sequence relevant for taxation from an entrepreneurial perspective. A holistic approach allows to fully utilize the potential within the local jurisdiction. KPMG’s Tax Practice covers all relevant areas – such as 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 T: +41 58 249 42 02 Badenerstrasse 172 E: [email protected] 8004 Zürich

www.kpmg.ch

EOS Holding AG

KPMG’s Corporate Financeadvised EOS Holding AG on its

acquisition of an 88MW French onshore wind portfolio from Eolfi Asset

Management with M&A lead advice, fi nancial and tax due diligence and tax

structuring

May 2012

Ascom

KPMG’s Transaction Servicesprovided vendor assistance to Ascom

in connection with the sale of its Security Communications division to RUAG, Trans Data Management AG

and SITASYS AG

March-July 2012

Ascom

KPMG’s Transaction Servicesprovided fi nancial, tax and pension due diligence advice to Ascom in connection with its acquisition of assets of GE Healthcare’s Nurse

Call business

March-July 2012

Datwyler Switzerland Inc.

KPMG’s Transaction Servicesadvised Datwyler Switzerland Inc.

on its acquisition of Anhui Zhongding Sealtech Inc. and Hankook Sealtech Inc.

with fi nancial and tax due diligence support

August 2012

Alpiq

KPMG’s Valuation & Financial Modelling Services

conducted a technical and analytical business model review relating to the

client’s brownfi eld investment in a Czech power plant

October 2012

Andritz AG

KPMG’s Transaction Servicessupported Andritz AG with fi nancial

and tax due diligence advice in connection with its acquisition of

Soutec AG

June 2012

Veillon Immobilière SA

KPMG’s Real Estate Groupadvised Veillon on the sale of a

development site for 113,000 sqm of multi-purpose space in the Lausanne

region

July 2012

IWB

KPMG’s Transaction Servicessupported IWB with fi nancial due diligence and fi nancial modelling,

including sensitivity analyses on its acquisition of a minority stake in the pumped storage power station Nant

de Drance SA

September 2012

Zur Rose AG

KPMG’s Transaction Servicesprovided Zur Rose AG with fi nancial,

tax, pension and IT due diligence assistance in connection with its

acquisition of DocMorris

October 2012

Gunvor


performed a post-deal Purchase Price Allocation in connection with the acquisition of Petroplus Raffi nerie

Ingolstadt GmbH, Petroplus Deutschland GmbH and Petroplus Bayern GmbH

November 2012

We thank all our clients for their trust

Ringier AG

KPMG’s Transaction Servicesadvised Ringier AG on its acquisition of a minority stake in Radio Basel Group

with fi nancial and tax due diligence and structuring

January 2012

KVT-Koenig AG

KPMG’s Transaction Servicesprovided KVT-Koenig AG with fi nancial, tax and pension vendor due diligence

assistance in their sale of KVT Fastening Solutions to Bossard Group

October 2012

Hilcona AG

KPMG’s Transaction Servicesprovided fi nancial, tax and legal due diligence support to Hilcona AG in connection with its acquisition of

Gastro Star AG and Schwarz Viva AG

May 2012

Sandoz AG

KPMG’s Transaction Servicessupported Sandoz AG in connection

with its acquisition of Fougera Pharmaceuticals Inc.

May 2012

IWB


advised IWB on the evaluation of a power plant project, including fi nancial

modeling and sensitivity analysis

June 2012

Gunvor


performed a post-deal Purchase Price Allocation in connection with the acquisition of Belgian Refi ning

Corporation

October 2012

TransGourmet France

KPMG’s Transaction Servicessupported TransGourmet France

with fi nancial due diligence in connection with its acquisition

of Eurocash SA

June 2012

Dätwyler Holding AG


conducted an independent valuation with regard to the intended sale of

Dätwylers’ Cabling Solutions business

October 2012

MRI Trading AG, Zug

KPMG’s Transaction Servicesadvised MRI Trading AG on its

acquisition of LN Metals International Limited through fi nancial and tax due

diligence

September 2012

Syngenta Crop Protection AG

KPMG’s Transaction & Restructuring Services

advised Syngenta in their acquisition of Devgen NV by providing

accounting and tax due diligence in the transaction

September 2012

Filtrox Group

KPMG’s Corporate Financeacted as sole M&A lead advisor to

Filtrox Group on its disposal of Filtrox Engineering AG to Bucher Unipektin, a

Bucher Industries’ subsidiary

December 2012

Migros-Pensionskasse

KPMG’s Real Estate Groupadvised Migros-Pensionskasse on the sale of a commercial property portfolio

in the Basle and Zurich economic regions

December 2012

Halter Unternehmungen AG

KPMG’s Real Estate Groupadvised Halter on the sale of a

development project for retail, offi ce and residential use in the city of Berne

November 2012

Barry Callebaut

KPMG’s Transaction Servicesprovided Barry Callebaut with fi nancial,

tax and pensions due diligence assistance in connection with its

acquisition of the Cocoa Ingredients Division from Petra Foods

December 2012

The information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is ac-curate as of the date it is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.

© 2013 KPMG Holding AG/SA, a Swiss corporation, is a subsidiary of KPMG Europe LLP and a member of the KPMG network of in-dependent firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss legal entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International.

M&A Yearbook2013 Edition

KPMG’s overview of mergers and acquisitions

in Switzerland in 2012 and outlook for 2013

www.kpmg.ch

Contact us:

KPMG AGBadenerstrasse 1728004 Zürich

Stefan PfisterPartner, Head of Advisory T: +41 58 249 54 16E: [email protected]

Tobias ValkPartner, Head of Transaction Services T: +41 58 249 54 61E: [email protected]

Sean PeyerPartner, Head of Power & Utilities T: +41 58 249 53 89E: [email protected]

Christian HintermannPartner, Transactions & Restructuring Financial Services T: +41 58 249 29 83E: [email protected] Philipp ArnetPartner, M&A Financial Services T: +41 58 249 41 81E: [email protected]


Ulrich PrienPartner, Head of Real Estate T: +41 58 249 62 72E: [email protected]

Stefan KuhnPartner, Head of M&A Tax T: +41 58 249 54 14E: [email protected]

Pablo LjaskowskyPartner, Transaction Services Trading & Commodities T: +41 58 249 42 08E: [email protected]

M&A Yearbook 2013 Edition

Documents

Transcript of M&A Yearbook 2013 Edition