Network Corporate Finance has advised the senior management of Curagita Holding AG on the sale of its subsidiary Insight Agents GmbH to the business unit Agfa HealthCare of listed Agfa-Gevaert Group.

Transaction

On the economic date of transition December 31, 2009, Agfa HealthCare, a business unit of listed Agfa-Gevaert Group, headquartered in Mortsel (Belgium), acquired 100% of shares of Insight Agents GmbH from Curagita Holding AG, located in Heidelberg.

The Company

Insight Agents GmbH develops, produces and distributes generic contrast media for MRI and CAT diagnosis. Next to Germany, as biggest national contrast media market in Europe, Insight Agents maintains branch offices in Belgium, France, Italy, Austria and Switzerland amongst others. Insight Agents plans to continually expand its product portfolio to a complete and worldwide marketable product range of generic contrast media to become the worldwide leading company in this niche market in the medium-term.

Key Facts

Transaction value: n.a.
Sector: Generics
Sales: EUR 4 Mio. (2009FC)
Employess: ca. 10
Date: November 2009

Client

Senior management of Curagita Holding AG

Role of Network Corporate Finance

Network Corporate Finance created an appraisal report for the client and advised on negotiating the acquisition price and configuring the economic details of the transaction.

Network Corporate Finance advised the shareholders on the sale of their 100% holding in Ormecon GmbH, Ammersbek, to Enthone, Inc., a subsidiary of Cookson Group, London, specialising in galvano and surface technology.

 Transaction

The shareholders of the company have sold their full holding in Ormecon GmbH, Ammersbek, to Enthone, Inc., which specialises in galvano and surface technology and is a subsidiary of the listed Cookson Group, London. Cookson Group focuses on the ceramics, electronics and precious metals sectors and in 2007 achieved sales of a total of GBP 1.6 billion.


Target company

Ormecon GmbH was founded in 1996 and focuses on products and services involving organic nanometals developed by the company. These nanometals are used, in particular, for surface coating circuit boards; other products for highly technological applications such as electroluminescence, OLED’s and solar cells are being developed.


Key facts

Transaction value: not disclosed
Sector: Technology
Sales: not disclosed
Employees: 58
Date: September 2008


Clients

Zipperling Kessler & Co., Ammersbek
Emerald Technology Ventures, Zürich / Switzerland
SPG Sustainable Performance Group, Zürich / Switzerland
CDP Capital, Québec / Canada
Future Capital, Frankfurt


The role of Network Corporate Finance

Network Corporate Finance advised the clients and the company on the structure and execution of the sales process. Following the preparation of the transaction documents, Network Corporate Finance approached selected strategic investors within the framework of a supervised auction, coordinated the due diligence conducted by a limited number of interested parties, negotiated the economic aspects of the sale and purchase agreement and secured compliance with the closing conditions.

Network Corporate Finance advised the board of H&R WASAG AG on the conversion of preferred shares without voting rights into ordinary shares, and provided a corresponding fairness opinion..

 Transaction

Following a shareholder application and resolution at the Annual General Meeting, the company has converted preferred shares without voting rights into ordinary shares.


Target company

H&R WASAG AG is an internationally active supplier of specialist chemical products based on crude oil. The corporation is a specialist chemical supplier in the fields of chemical / pharmaceutical raw materials and plastics and is the market leader in several niche markets.


Key facts

Transaction value: not disclosed
Sector: Chemicals
Sales: EUR 798 million (2007)
Employees: 1,227
Date: June 2008


Client

H&R WASAG AG, Salzbergen


The role of Network Corporate Finance

Network Corporate Finance advised the Board on the assessment of the appropriateness of the conversion ratio and the conversion of the preferred shares without voting rights into ordinary shares, and provided a corresponding fairness opinion.

Network Corporate Finance provided comprehensive advice to WaveLight AG, Erlangen, in the matter of the voluntary, public takeover bid by US American Alcon Inc., Hünenberg, Switzerland.

 Transaction

On 16th July 2007, Alcon, Inc. ("ALCON"), Hünenberg, Switzerland, published its decision to submit to all shareholders of WaveLight AG ("WaveLight") a voluntary, public takeover bid to purchase their shares in accordance with the securities takeover Act ("WpÜG"). The majority shareholder of Alcon, Inc. is Nestlé S.A.

With the offer document of 10th August 2007, ALCON offered the shareholders of WaveLight a purchase price of EUR 15.00 for each WaveLight share, which is equal to a total enterprise value of EUR 99 million.

Target company

WaveLight AG develops, produces and sells a complete range of high-quality products in the ophthalmology sector and has positioned itself as a specialist in optics of the eye. WaveLight's success in global markets is based on an innovative and leading-edge product range and an extensive sales network with own subsidiaries and strategic partners.

For years WaveLight AG has been the undisputed technology leader in the field of laser and diagnostic systems for refractive surgery and, with a total of over 800 laser systems installed worldwide, has successfully expanded its presence in ophthalmology markets.

Key facts

Transaction value: EUR 99 million
Sector: Medical technology
Sales: EUR 73 million (2006/2007)
Employees: 226
Date: October 2007

Client

WaveLight AG

The role of Network Corporate Finance

Network Corporate Finance acted as exclusive financial advisor to WaveLight AG. We have provided the management board with comprehensive advice with regard to the takeover, and for the management board and supervisory board, have prepared a statement regarding the financial appropriateness of the offer ("Fairness Opinion").

 Network Corporate Finance advised ecotel Communication AG, Düsseldorf, on the preparation for the flotation on the open market of the Frankfurt Stock Exchange.