Fairness Opinion for Von Roll Holding

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 on10 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.

Support by IFBC

‍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.

About Von Roll

‍Founded in 1823, Von Roll is one of the most traditional companies in Switzerland. In the course of the company’s history, Von Roll had to adapt several times to changing market environments and has evolved from Switzerland’s largest steel and iron works into a high-tech industrial company that is driving the energy revolution. Today, Von Roll is the global market leader for electrical insulation systems that are used for the largest wind turbines. It develops high-performance materials for the next generation of batteries in the field of e‑mobility and produces extremely durable lightweight components for the aircraft industry. With 14 locations worldwide and around 1.000 employees, the group serves customers in more than 80 countries.

About ALTANA

‍ALTANA is a global leader in true specialty chemicals. The Group offers innovative, environmentally compatible solutions for coating manufacturers, paint and plastics processors, the printing and packaging industries, the cosmetics sector and the electrical and electronics industry. The product range includes additives, special coatings and adhesives, effect pigments, sealants and compounds, impregnating resins and varnishes, and testing and measuring instruments. ALTANA’s four divisions, BYK Additives & Instruments, ECKART Effect Pigments, ELANTAS Electrical Insulation, and ACTEGA Coatings & Sealants, all occupy a leading position in their target markets with respect to quality, product solution expertise, innovation, and service. Headquartered in Wesel, Germany, the ALTANA Group has 48 production sites and 63 service and research laboratories worldwide. Throughout the Group more around 7,000 people work to ensure the worldwide success of ALTANA. In 2022, ALTANA achieved sales of more than 3 billion euros. Around 7 percent of sales are invested in research and development every year. Its high earning power and high growth rate make ALTANA one of the most innovative, fastest growing, and profitable chemical companies in the world.

About ELANTAS

‍ELANTAS, a company of ALTANA, produces protective materials and liquid insulating materials for the electrical and electronics industry. The products are used, for example, in electric motors, household appliances, cars, generators, wind turbines, transformers, capacitors, lights, and sensors, and support product developers in building ever smaller and more powerful electrical and electronic devices, thus saving material as well as energy. At the same time, the products help to extend the life cycle of electrical and electronic components. ELANTAS is represented by twelve manufacturing companies in all major regions worldwide and employed a total of 1,083 people in 2022.

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