Fairness Opinion on the assessment of the financial adequacy of the exchange ratio in the context of the planned merger under the Swiss Merger Act between Ina Invest AG and Cham Group AG

  • Member IFBC
  • Sector Industrials
  • Date completed 28.02.2025
  • Client Ina Invest
  • Country Switzerland
  • Acquirer Cham Group
  • Country Switzerland

On 28 February 2025, Ina Invest and Cham Group announced that the Board of Directors of the two companies had signed a merger agreement and would propose to their shareholders that they approve it at the respective Annual General Meetings. Subject to the approval of the Annual General Meetings, existing Cham Group shareholders will receive 41.5 shares in Ina Invest for each share in Cham Group.

The merger of Ina Invest AG and Cham Group AG would create one of Switzerland’s leading real estate companies, with a high-quality, sustainable portfolio in prime locations in Switzerland’s most economically vibrant metropolitan areas. The combined portfolio is worth around CHF 1.6 billion, making the merged company one of the top 10 listed real estate companies in Switzerland. Once completed, the real estate portfolio will comprise around 60% residential properties. In addition, the combined company will achieve a high equity ratio of around 57%, which will enable it to realize its attractive development portfolio from its own resources, presumably without capital increases.

Provided that the respective Annual General Meetings of Ina Invest AG and the Cham Group AG approve the planned merger, the Board of Directors of Ina Invest AG proposes the creation of new shares by increasing the share capital by CHF 927,525.00 from CHF 496,843.62 to CHF 1,424,368.62 by issuing 30,917,500 fully paid-in registered shares with a nominal value of CHF 0.03 each. The ordinary capital increase will be carried out under exclusion of the subscription rights of the existing shareholders of Ina Invest AG. The new Ina Invest shares will be used to exchange the existing shares of Cham Group AG. The exchange ratio is 41.5 shares of Ina Invest AG for one share of Cham Group AG.

In the course of the merger, the Board of Directors of Ina Invest AG also proposes to change the company’s name to Cham Swiss Properties AG. The shares of Cham Swiss Properties AG will be listed on the SIX Swiss Exchange in accordance with the standard for real estate companies.

IFBC
Other

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