Fairness Opinion related to the public takeover offer by ELANTAS GmbH to the public shareholders of Von Roll Holding AG

  • Member IFBC
  • Sector Industrials
  • Date completed 11.08.2023
  • Client Von Roll Holding AG
  • Country Switzerland
  • Acquirer ELANTAS GmbH
  • Country Switzerland

On 11 August 2023, ELANTAS GmbH (ELANTAS), a subsidiary of the specialty chemicals group ALTANA AG (ALTANA), announced its intention to acquire all publicly held shares of Von Roll Holding AG (Von Roll) by way of a public tender offer. ELANTAS has concluded a share purchase agreement with the von Finck family and tender agreements with Von Roll Management, under which ELANTAS will acquire a total stake of 82.57 percent in Von Roll, at the offer price of 0.86 Swiss francs per share. The total volume of the transaction amounts to approximately CHF 300 million.
Compared to the closing price of CHF 0.78 on 10 August 2023, the day before the pre-announcement of the offer, the offer price of CHF 0.86 represents a premium of 10.3%. The comparison between the offer price and the VWAP (60 days) of CHF 0.79 as of 10 August 2023 results in a premium of 8.9%. Following the completion of the offer, ELANTAS intends to undertake a squeeze-out and to pay compensation to the shareholders equivalent to the offer price. Consequently, the Von Roll shares are set to be delisted from the SIX Swiss Exchange.
The von Finck family is selling its shares of 80.9 percent to the strategic investor ALTANA in the sense of a succession. This opens up attractive opportunities for Von Roll to further expand the successful business development of recent years. The products, activities, and global presence complement each other ideally. The transaction bolsters the innovative prowess of both companies for the expansion of electromobility and renewable energies. Together, they will make a decisive contribution to the energy and mobility transition.
IFBC prepared a fairness opinion for the Board of Directors of Von Roll to assess the financial adequacy of the takeover offer of ELANTAS. As a qualified evaluator pursuant to Article 30(6) Takeover Ordinance, IFBC is suitably qualified to prepare Fairness Opinions in Switzerland.

received a public takeover offer for all shares outstanding by

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