News

This morning, the shares of R&S Group traded for the first time on the SIX Swiss Exchange under the ticker symbol RSGN. The business combination of VT5 with R&S Group has been successful. VERAISON is pleased that the first Swiss SPAC achieved its purpose of bringing an established company from the technology sector to the Swiss stock market. This will enable R&S Group to address a broader investor base and make greater use of the growth opportunities that present themselves. VERAISON would like to thank all those involved for their efforts over the last 2 years to achieve this milestone.

Veraison is pleased with the further progress made by VT5 in its search for a target company and supports the business combination proposed by VT5’s Board of Directors with the R&S Group, a supplier of transformers in Switzerland and selected European markets.
According to the information published by VT5 last Wednesday, the company generated sales of CHF 155 million in 2022. In the first nine months of 2023, the order backlog increased by 40% and sales by 49%, while profitability increased significantly in 2023 (EBITDA margin of 18.7% and EBIT margin of 17.6%).
The R&S Group expects to benefit from strong market momentum as a result of the energy transition due to the increasing demand for electrification and the decentralization and modernization of energy grids. Being on the stock market will enable R&S Group to address a broader investor base and make greater use of the organic and inorganic growth opportunities that present themselves.
VERAISON will vote in favour of the proposed business combination with R&S Group at the upcoming shareholder meeting. For portfolio reasons, VERAISON will tender 1.88m shares as part of the buyback offer.
After tendering the above-mentioned shares, VERAISON remains a significant shareholder of R&S Group with 1.88m shares and 8% of the voting rights (based on the current number of shares issued).

VT5 is exploring a possible business combination (De-Spac) with R&S Group, a leading supplier of small and medium-sized transformers in Switzerland and international markets, as VT5 announced this morning. R&S Group is headquartered in Sissach, Baselland and employs more than 700 employees at 6 production sites in Switzerland, Italy, Poland and the Middle East. Its portfolio ranges from distribution, cast resin and power transformers to medium- and high-voltage switching devices. According to VT5, the R&S Group is thus making a relevant contribution to the transformation to a sustainable power supply and to ensuring grid stability.

Link to VT 5 Media Release

VERAISON is pleased with the progress VT5 announced today in its search for a suitable technology company for a successful De-Spac. VT5 has signed a letter of intent, including a term sheet and exclusivity agreement with the target company. The company will now start the detailed due diligence.

VERAISON looks forward to continuing to support VT5 to enable a value-enhancing De-Spac transaction in the best interest of all investors.

Link to VT 5 Media Release

VERAISON has been involved in the first Swiss SPAC VT5 since 2021. VT5 was formed with the aim of bringing a successful company to the Swiss stock exchange. VERAISON has been actively involved as a shareholder and through its representation on the Board of Directors in order to realise a value-creating transaction for all stakeholders involved.

VERAISON has discussed the framework conditions of a value-creating transaction with the Board of Directors of VT5 in recent days. We are convinced that no compromises should be made if expectations cannot be met due to market conditions and valuations.

We have communicated to the Board that we have confidence in VT5 and would be happy to consider transactions when they are proposed by the Board in the best interests of investors. Of course, VERAISON cannot give a final assurance on participation until a due diligence has been completed and the final terms are known.

VERAISON is pleased that Ontex has successfully completed the sale of its Mexico business for net proceeds of €265 million. This was a key focus of our engagement agenda and enables Ontex to repay the €220 million bank loan, thereby strengthening the balance sheet in a sustainable way. The management team, led by the new CEO Gustavo Paz, can now focus even more on successfully developing the core business in Europe and North America, where Ontex has significant value creation potential. The remaining non-core businesses should also be divested in a timely manner.

On the 24th of April 2023 the shareholders of VERAISON SICAV approved all recommendations of the Board submitted to the Annual General Meeting in accordance with the AGM invitation dated March 31, 2023.

The Board of Directors thanks all shareholders for their ongoing trust and looks forward to further cooperation.

Kind regards
BoD SICAV

VERAISON is pleased that Felix Sulzberger and Thomas Stöcklin, two proven industry experts, have been elected to the Board of Directors of the Calida Group. Both know the company very well. Felix Sulzberger was CEO from 2001 to 2016. During his tenure, he more than tripled the value of the Group, creating significant shareholder value. Thomas Stöcklin was with Calida from 2005 to 2018 and served as the Group’s CFO from 2011 to 2018.

In addition, VERAISON Senior Partner Eric Sibbern was newly elected to the Calida Group Board of Directors.

Dear Investors,

The Board of Directors is pleased to invite the shareholders to the Annual General Meeting of VERAISON SICAV.

VERAISON SICAV Annual General Meeting
Monday, April 24, 2023, at 10am

IMPORTANT: Please consult the official invitation as published in the Swiss Commercial Gazette (SOGC) for the agenda items as well as further information on ordering voting material and arranging proxies.

VERAISON SICAV Engagement Fund
The Board of Directors

VERAISON supports the proposals for the industrial strengthening of the Board of Directors of the Calida Group. With Felix Sulzberger, a proven expert, held in high esteem by the market, has been proposed as chairman of the Board of Directors. Felix Sulzberger led Calida Group very successfully as CEO from 2001 to 2016. In his more than 14 years as CEO, Felix Sulzberger increased the value of the Calida Group by more than three times, creating significant shareholder value . Thomas Stöcklin, also brings proven financial expertise from the textile & retail industry and a deep knowledge of Calida Group as its former CFO.

VERAISON is convinced that under the strengthened Board of Directors the creation of long-term shareholder value will be a core focus and is looking forward to the cooperation. From VERAISON’s point of view, Calida should now focus on the successful integration of the two acquired companies Cosabella and erlich, shareholder-friendly capital allocation and the review of all strategic options regarding Lafuma Mobilier. Lafuma Mobilier is not part of the declared strategic core “On my Skin” of the Calida Group and will likely achieve a significantly higher valuation in the event of a sale than as part of the Calida Group. A sale of Lafuma Mobilier would thus further advance the focus strategy of Calida Group and enable significant value crystallization.

Eric Sibbern, Senior Partner of VERAISON will be proposed by the Board of Directors of Calida Group as a new member of the Board of Directors. Gregor Greber is also proposed for re-election, but now as an independent member post handing over all responsibilities with VERAISON.

The Board of Directors of Ontex (XBRU-ONTEX) has appointed Gustavo Calvo Paz as the new CEO of the Ontex Group. Veraison welcomes the appointment of a leader with proven, longstanding industry experience (including as former President EMEA of Kimberly Clark) and looks forward to actively working with Gustavo.

VERAISON is pleased that Modern Times Group MTG AB (XSTO:MTG-B) today announced that it will implement a further share buyback programme of up to SEK 400 million. The buyback programme is expected to be implemented until the Annual General Meeting in 2023 and represents 4.3% of MTG’s current market capitalisation. VERAISON supports the buyback programme as part of an efficient capital allocation.

Ontex Group (XBRU:ONTEX), has announced that it has entered into a binding agreement to sell its Mexico business to Softys S.A., for approximately EUR 285m. The transaction is expected to be completed in early 2023. Veraison is pleased to have taken the first step towards the consistent implementation of its announced focus strategy. In particular, this will also significantly strengthen the financial profile of Ontex.

The board of directors of Modern Times Group (XSTO:MTG-A) has decided to launch a new share buyback programme. The programme intends to repurchase shares with a total value of up to SEK 200 million by 20 October 2022 and is part of the announcement to return at least 40% of the net proceeds from the divestment of ESL Gaming to shareholders. VERAISON supports the buyback programme as part of an efficient capital allocation.

The Board of Directors of Modern Times Group (XSTO:MTG-A) has resolved to propose to the shareholders at the forthcoming Annual General Meeting an extraordinary distribution of SEK 25 per share (SEK 2,767m total). The special distribution is part of the announcement to return at least 40% of the net proceeds from the sale of ESL Gaming to shareholders. VERAISON supports the buyback programme as part of an efficient allocation of capital.