Premier global law firm Baker McKenzie has advised SIX Swiss Exchange listed Walter Meier AG, a Swiss heating and HVAC (heating, ventilation and air conditioning) distributor on its de facto merger with Tobler Haustechnik AG (held by UK listed Wolseley Overseas Ltd.). Tobler owners Wolseley have agreed to contribute all shares in Tobler against 39.2 per cent of Walter Meier shares and a cash consideration of SFr118m (£94m).
This combination will create a leading Swiss building technology provider. The transaction will see Walter Meier pool its systems and service skills with Tobler’s retail and logistics expertise.
The Tobler Group is a major wholesaler for the building infrastructure systems industry in Switzerland. Tobler supplies more than 60,000 products to over 5,500 customers and 1,500 plumbing, building services and engineering companies. It currently has 46 branches and a distribution center to meet the needs of professional installers, and generated sales of CHF 330 million in the past financial year. Walter Meier today generates sales of some CHF 240 million with around 770 employees.
Walter Meier forecasts that the new company should be in a position to generate EBITDA of more than CHF 60 million over the long term once the integration process is complete.
Wolseley said in a stockmarket announcement:
"If completed, the merger would be consistent with the strategic objectives of both Wolseley and Walter Meier to create a high quality, market-leading business across plumbing, heating and HVAC distribution in Switzerland."
Baker McKenzie's Zurich office advised Walter Meier as lead counsel on this significant transaction, with a team lead by Lukas Glanzmann and Alexander Fischer, and assisted by Marcel Giger, Yves Mauchle (Capital Markets); Markus Wolf (Financing); Philippe Reich, Roger Thomi (Merger Filing); Pascal Richard, Petra Hanselmann, Alexander Blaeser, Roger Bischof, Ivan Dunjic, Thomas Hofer, Kevin Ardüser, Philippe Hovaguimian (Corporate); Samuel Marbacher (Real Estate); Peter Reinert, Martina Steiner (Employment); Mario Kumschick (Tax).
In a joint statement, Lukas Glanzmann and Alexander Fischer said,
The combination of Walter Meier and Tobler will create a leading building technology company for Switzerland. We were therefore very pleased to advise on such a significant deal.