Fairness Opinion for Ina Invest and Cham Group

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.

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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.

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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.

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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.

Support by IFBC

IFBC prepared an independent Fairness Opinion for the Board of Directors of Ina Invest and Cham Group to assess the financial adequacy of the proposed exchange ratio of the planned merger between Ina Invest AG and Cham Group AG. On the basis of the analyses and valuations carried out, IFBC considers the exchange offer of 41.5 Ina Invest shares for one Cham Group share in the context of the planned merger between the two companies as of 25 February 2025 to be financially adequate and fair from a financial point of view. IFBC specializes in the preparation of Fairness Opinions, is a particularly qualified evaluator (accreditation by the Swiss Takeover Board pursuant to Art. 30 para. 6 TOO) and is the Swiss market leader in this field.

About Ina Invest

Ina Invest is an independent Swiss real estate company that develops sustainable living and working spaces with a focus on hybrid properties that ensure long-term flexibility of use and profitability. Originating as a spin-off from Implenia, Ina Invest today holds one of the largest and most promising development portfolios in Switzerland. The properties are of high locational quality and offer a differentiated mix of uses. Ina Invest plans to continue investing and growing while maintaining an above-average development rate and a residential share of at least 50%. Thanks to a holistic approach to sustainability across all phases of the value chain, Ina Invest meets the highest sustainability standards and, according to the GRESB Real Estate Development Benchmark Analysis, is one of the most sustainable companies in its peer group in Western Europe. Ina Invest has been listed on the SIX Swiss Exchange since June 2020 (INA, CH0524026959). Further information can be found at ina-invest.com.

About Cham Group

The real estate company Cham Group is focusing on the development of the Papieri-Areal in the center of Cham. On the site of the former factory, a new district covering eleven hectares and offering around 1,000 apartments and workplaces is being built in stages by 2035. Thanks to its integrated business model, the Cham Group covers the entire life cycle of the properties, from development and construction to management and value preservation. Sustainability and the careful use of resources are central concerns. The Cham Group can generate further growth by acquiring additional development and investment properties in the extended region. In a first step, the Pavatex site, which borders the Papieri-Areal and is also being developed, was acquired in 2018. The shares of Cham Group AG (securities number 193185) are traded over the counter at Bank Lienhardt & Partner and Berner Kantonalbank. Further information can be found at chamgroup.ch.

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