Services

We assist you in the preparation and implementation of all phases of your transaction.

Mergers & Acquisitions

Entrepreneurial Successions

The most frequent kind of sell side advisory is practiced by TCFG when assisting small and medium-size enterprises in the context of their own entrepreneurial succession. In many such instances, the owners have to let go of their work of a lifetime and to let it change into new hands. This obviously represents an exceptionally emotional act for many battle hardened entrepreneurs. In this delicate separation, the TCFG partners perceive themselves as coaches, sparring partners and general contractors for the process. TCFG is in a position to cover the full range of services required in the context of an entrepreneurial succession with its own resources. If desired by our clients, we gladly include their long time trusted advisors in the project, particularly in the areas of legal advice, tax and real estate.



Sell Side Advisory

TCFG has successfully represented numerous private and public owners in the sale of their businesses. Our project leaders have extensive experience managing the whole breadth and depth of the M&A process. We strive to produce the best results for our clients through creative solutions, enthusiasm and great commitment. Each partner of TCFG has over 15 years of experience in project leadership and handling of complex mergers and acquisitions process management.


Our references

has sold a minority stake in
Trianel GmbH to
TCFG acted as lead advisor to
the seller
has sold to Dortmunder Energie- und Wasserversorgung GmbH
a minority stake in
TCFG acted as lead advisor to
the seller


further transactions


Buy Side Advisory

We offer you an integrated advice during the whole acquisition process. Our highly skilled professionals conduct comprehensive research to identify the best targets in Switzerland and abroad. Taking into account the interests of our clients, we structure and negotiate suitable proposals. If required, we support you also in achieving a competitive takeover financing. The diverse backgrounds of our partners enable us to manage interdisciplinary task force teams (due diligence specialists, lawyers, tax experts etc.) in a highly effective and successful approach.



Management Buy Out & Buy In

Selling a business to the management is an interesting option in the course of a succession or a company sale. TCFG is well positioned to discreetly act as a boutique in the implementation of Management Buy Out (MBO) and Management Buy In (MBI) transactions. As leading specialist we act as principal advisor to the divesting owner or the management team to achieve a successful transaction. Upon request, we gladly support the management team to structure and to implement a creative acquisition financing.



Mergers

TCFG acts as advisor for one or all parties in a merger where at least two legally independent enterprises are merging into one business and legal entity. TCFG leads through the entire complex merger process. We identify possible and ideal solutions and assist the parties during the successful transformation.



Corporate Finance

Fairness Opinions

A Fairness Opinion has to beis expected to be a consolidated, neutral and objective opinion of the value of a company or a share, requested to protect the minority shareholders or cover the board of directors or the management in its responsibility.

In the context of public share purchase or exchange offers, a fairness opinion mainly pertainsrefers to the offered price and therefore it must beis issued by an independent third party. In this context, the fairness opinion is to assist the shareholder in his or her decision-making. If the board of directors of a stock exchange listed company obtains a Fairness Opinion, the firm issuing the Fairness Opinion is required to be accredited by the Swiss Takeover Board (TOB). Audit firms and securities dealers licensed by the TOB automatically qualify to issue fairness opinions. Firms not already holding such a license may file for a statement of specific qualification to conduct such opinions.

The TOB ruled on February 23, 2012, that TCFG The Corporate Finance Group shall be specifically qualified to issue fairness opinions in the context of public takeover or exchange offers as provided for in article 30, paragraph 6, of the Takeover Ordinance (TOO). In accordance with this ruling, we may thus issue Fairness Opinions.


Our references

in connection with a reverse takeover whereby TCFG issued a
TCFG acted as financial advisor to
Perfect Holding
in connection with an internal restructuring TCFG has provided a
TCFG acted as financial advisor
in connection with the merger with AEVIS Holding SA
TCFG has issued a
TCFG acted as financial advisor to
Victoria-Jungfrau Collection
in connection with an internal restructuring TCFG has provided a
TCFG acted as financial advisor


further transactions


Due Diligence

A successful transaction in the context of a company acquisition or a merger includes a comprehensive analysis and a focused examination of the potential acquisition target. Such a due diligence review goes far beyond a mere analysis of financial figures. The essence of a due diligence is to obtain a comprehensive understanding of the target (business model, organization, human resources etc.), its processes and market situation. As a result, we obtain an answer to the question whether it is the right transaction at the right price.

We have long-term experience in project management and conduction of due diligence reviews in Switzerland and abroad and  we are your specialist for financial due diligence.



Company Valuation

The valuation of a company or a business unit is one of the core foundations for reaching successful business decisions, be it in the context of a succession, a company sale or acquisition, a merger, or for internal management decisions (e.g. investments). A qualified valuation is not a mechanically performed standard procedure, but needs to be adapted to the respective business, taking into consideration the external factors that impact the business, and to be carried out in close cooperation with the stakeholders involved. Every valuation needs to be preceded by a thorough analysis of the business and the market.

Our highly skilled valuation team has conducted a great number of valuations and valuation reports and has a vast breadth and depth of experience. The Swiss Take Over Board (TOB) designated TCFG to be specifically qualified to issue fairness opinions in the context of public takeover offers as provided for in article 30, paragraph 6, of the Takeover Ordinance (TOO).



Venture Capital

Venture Capital has historically shown attractive returns and offers qualified investors exciting investment opportunities. However, Venture Capital is also known to be high risk and illiquid. Therefore, venture capital expertise is key. TCFG has long-standing experience in the Swiss venture ecosystem and is the preferred partner for venture investments for institutional investors.



Financing

Are you about to finance an acquisition, project or real estate? Do you need additional equity or mezzanine capital? TCFG advises you as a financial consultant to find the best financing solution suitable for your project at optimal terms.

Generally, succession and takeover financing is very complex. Oftentimes a refinancing of the existing loans and borrowings is necessary at the same time. In this context, innovative and unconventional types of financing are required. We have excellent contacts to leading financial institutes and investment partners.

As an independent specialist we will be pleased to advise you through the process from developing financing concepts to the successful implementation of the optimal financing. We support you in searching, evaluating and choosing an appropriate equity and debt provider as well as leading the negotiations to create a competitive environment between possible financing partners.



Business Planning

A well-grounded and persuasive Business Plan is a necessary prerequisite for business success when founding a company, expanding, refinancing or restructuring it or while making an acquisition of a company. It is crucial that the Business Plan evolves from a symbiotic interaction between consultant and entrepreneur. TCFG’s experienced specialists are ready to assist you in the development of a meaningful Business Plan oriented for your specific target groups.


Our references

in connection with a business combination TCFG has provided
TCFG acted as advisor to
EnAlpin
in connection with an international long-term energy supply contract TCFG has provided
TCFG acted as advisor to
Azienda Elettrica Ticinese
in connection with the strategy and business development
TCFG has provided
TCFG acted as advisor to
ewl Holding


further transactions


Profit-Sharing Models

In the context of the elaboration of demanding incentive systems, notably complex remuneration systems (employee stock ownership plans, management remuneration systems, variable compensation components, long term incentives etc.), TCFG disposes of particular know how in structuring profit and compensation systems as well as in elaborating bonus programs.



Partnership Models

Being an entrepreneur is a challenge, joint entrepreneurship is even more challenging. TCFG draws its comprehensive knowledge of developing partnership models from decades of experience in Management Buy Out and Buy In transactions. An entrepreneur career is not a never-ending story and co-management is a demanding task for which only adequate incentives lead to sustainable success. We structure shareholders agreements with which your partnership can successfully master the ups and downs of entrepreneurship.



Restructuring

In difficult situations between owner, lender, management, employees and other stakeholders, TCFG assists in overcoming corporate crisis. In this context we may act as sparring partners as well as we are able to engage a complete consulting team as interim management. With a high level of flexibility and our long-term and comprehensive practical experience, we are able to rapidly gain an overview and grasp even of a complex situation. We define the required action and assist in its implementation. By making an experienced consultant available, we help you save important time while coping with a difficult situation. We dispose of specific know how and extensive experience in the special area of restructuring which is usually not available in a company running its daily business.



Real Estate

Cooperation