Exclusive Financial Advisor to CGS Management

Exclusive Financial Advisor to CGS Management AG and the other owners of R&S International Holding AG on the successful sale to VT5 Acquisition Company AG, the SPAC listed on the SIX Swiss Exchange

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On 31 October 2023, the two companies R&S International Holding AG (R&S Group) and VT5 Acquisition Company AG (VT5) announced the first de-SPAC transaction on the SIX Swiss Exchange (SIX). VT5, the Swiss Special Purpose Acquisition Company (SPAC) listed on the SIX, is acquiring the R&S Group as part of an agreed business combination to list it on the SIX. VT5 is acquiring all outstanding shares of the R&S Group for a purchase price of CHF 274 million. The first trading day of the renamed company R&S Group Holding AG on SIX was on 13 December 2023 under the new symbol RSGN and ISIN number CH1107979838. In order to finance the transaction amount, which is higher than the amount in escrow, VT5 carried out a capital increase by means of a bookbuilding. The issue price per newly offered share was CHF 10.00. The R&S Group is a “hidden champion” and is one of the leading suppliers of electrical infrastructure products such as transformers in key markets in Europe and the Middle East. The R&S Group’s growth potential is based on the global demand for electrification and megatrends such as decarbonization, decentralized power generation and the modernization of outdated grid infrastructure. It can benefit from the expected increase in power generation capacity and the increased demands on the reliability and resilience of power distribution. With six production sites in Europe and the Middle East and a broad global partner network, the R&S Group can offer its customers tailormade solutions with short lead times.

Support from IFBC

‍IFBC supported the owners of the R&S Group as exclusive financial and M&A advisor throughout the entire sales process. IFBC accompanied the entire transaction process, the contract and purchase price negotiations and contributed its in-depth expertise in the field of equity capital markets. The group created by the De-SPAC can benefit from the clean energy transition in the coming years and is aiming for organic growth in combination with targeted acquisitions. The R&S Group is an attractive addition to the Swiss stock exchange.

Short portraits of the parties

About CSG Management AG

‍CGS Management AG (CGS) is an independent private equity firm headquartered in Pfäffikon, Switzerland. The funds managed by CGS focus on the industrial sector, whereby medium-sized companies are formed into international groups with a Buy & Build strategy. CGS has used Rauscher Stöcklin AG as a platform investment and successfully established the multinational R&S Group.

About R&S Group

‍The R&S Group is headquartered in Sissach/BL, Switzerland. It operates six production sites in Switzerland, Italy, Poland and the Middle East and supplies its domestic and various European export markets with small and medium-sized power and distribution transformers as well as other components in the utility, infrastructure and industrial sectors. The former majority owner of the R&S Group, a private equity fund managed by CGS Management AG, and the management of the R&S Group have successfully positioned the company to capitalize on the accelerating demand for energy production and distribution.

About VT5

‍VT5 is a Special Purpose Acquisition Company (SPAC), a vehicle for the direct or indirect acquisition of one or (if simultaneously) several operating companies to take them public and provide targeted support. Since its listing, VT5 has aimed to take a technologically and innovatively leading company public through the De-SPAC process.

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