Fairness opinion for the merger of Starrag Group Holding AG and Tornos Holding AG

  • Member IFBC
  • Sector Industrials
  • Date completed 26.10.2023
  • Client Starrag Group Holding AG
  • Country Switzerland
  • Acquirer Tornos Holding AG
  • Country Switzerland

On October 26, 2023, Starrag Group Holding AG (Starrag) and Tornos Holding AG (Tornos) announced that they had examined a merger of the two groups and signed a corresponding amerger agreement. The merger under the Merger Act to form StarragTornos Group AG (StarragTornos) is to be approved at extraordinary general meetings of the two companies at the end of November. The market capitalization of the two companies was around CHF 290 million (pro forma) as of 17 October 2023.

The existing Starrag shares (3,360,000 registered shares with a nominal value of CHF 8.50) will remain and will become registered shares of StarragTornos as a result of the company change. 2,103,121 new shares will be created by means of a capital increase of CHF 17,876,528.50 from CHF 28,560,000 to CHF 46,436,528.50. As part of the transaction, an exchange ratio of 1 Tornos share to 0.1059 Starrag shares was defined. The registered shares of Tornos are to be delisted and the newly issued registered shares of StarragTornos are to be listed on the SIX Swiss Exchange.

The planned merger to form StarragTornos will create a new, strong group that will play a key role in shaping the future of the global metal-cutting machine tool industry. The technologies and solutions of Starrag and Tornos “Rooted in Switzerland” are world-leading. The merger will make it possible to significantly increase the global market presence, particularly in America and Asia, and to expand into sectors such as medical technology and the food industry.

As part of the planned absorption merger, Tornos shareholders are to receive 0.1059 Starrag shares for each 1 Starrag share. IFBC prepared an independent fairness opinion for the Boards of Directors of Starrag and Tornos to assess the financial adequacy of this exchange ratio in accordance with the Merger Act.

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