VT5 publishes prospectus and launches the process to acquire R&S Group

This announcement or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia or Japan or any other jurisdiction in which the distribution or release would be unlawful or require registration or any other measure and does not constitute an offer of securities for sale in such countries.
 

Ad hoc announcement pursuant to Art. 53 LR
8 November 2023

VT5 publishes prospectus and launches the process to acquire R&S Group
 

VT5 Acquisition Company AG (“VT5”), the SIX-listed Swiss SPAC, today launches the process to acquire R&S International Holding AG ("R&S Group") in context of the agreed Business Combination to take R&S Group public at SIX Swiss Exchange.

• VT5 shall acquire all outstanding shares of R&S Group at a purchase price of CHF 274 million, payable with the cash amount left in escrow after taking into account any redemptions of existing Class A Shares, a contribution in kind from the sellers of R&S Group, and a public offering of new shares to be issued in a capital increase and any redeemed shares to fund the amount not covered. Offering size to be determined after the redemption offer period for existing VT5 Class A shareholders has been concluded and the offered shares to include any redeemed shares as well as new shares to be issued in a capital increase.
   
• VT5 board of directors unanimously recommends to its shareholders to support and approve the proposed transaction at a special meeting of the holders of its Class A Shares and to support and approve all corresponding motions at an extraordinary shareholders meeting, both to be held on 11 December 2023 in accordance with the shareholder invitations sent out separately.
   
• R&S Group meets or exceeds all investment principles of VT5, namely being a premium provider of mission critical components in the DACH region, with a scalable business model, a strong market position and annual growth higher than 5%.
   
• R&S Group is a Swiss engineering leader with high quality, reliable electrical infrastructure components, capable of offering customizable solutions with short lead times. The company has well-established leadership positions in selected products and geographies.
   
• R&S Group is an exciting growth case fueled by the global need for electrification and megatrends such as decarbonization, decentralization and modernization of the electricity grid.
   
• R&S Group is a growing, profitable company with a net cash position, net sales of CHF 162.3 million and an EBITDA margin of 18.7% in the first nine months 2023. R&S Group aims for yearly net sales growth of 10% at constant foreign exchange rates and a mid-teens double-digit EBIT margin in the mid-term.
   
• Completion of the offering of redeemed shares and new shares as well as the first day of the trading of the renamed company R&S Group Holding AG on SIX Swiss Exchange is expected to occur on or around 13 December 2023.

Heinz Kundert, Chairman or VT5, said: “The proposed acquisition of R&S Group offers investors access to an exciting growth industry. R&S Group is benefiting from increasing electricity generation and distribution, supported by megatrends such as decarbonization, decentralization and modernization of the grid.”

Gregor Greber, initiator of the VT5 SPAC and board member of VT5 commented: “R&S Group is an attractive addition to the Swiss stock exchange. VT5 is fulfilling its commitments, giving investors access to a Swiss hidden champion in a thriving industry.”

R&S Group is a hidden champion and provider of electrical infrastructure components

R&S Group, based in Sissach, Switzerland, is a leading provider of electrical infrastructure components in Switzerland and certain international markets. The portfolio includes three transformer categories, namely generation and grid power transformers, and oil-immersed and cast-resin generation and grid distribution transformers.

The transformer market is at an inflection point for growth thanks to secular tailwinds for the electricity distribution sector and an expected increase of the installed power generation capacity. The critical importance of the electricity grid requires the use of transformers across various stages of electricity transmission and distribution, with the necessity of transformer capacity being 3x higher than power generation capacity. Key trends fueling electricity demand are, on top of an overall increase in energy consumption, decarbonization, decentralization and modernization of the aging grid infrastructure including increased reliability and resilience requirements.

R&S Group is an engineering leader with niche position in specific segments, offering high-quality, reliable transformers and customisable solutions, with short lead times to a loyal customer base mainly looking for smaller batches. R&S Group delivers its products to various industries. R&S Group's products are manufactured in six own production facilities and sold in cooperation with distribution partners worldwide. Main markets of R&S Group include Switzerland, Poland and Italy. According to management estimates, the Group has a c.65% market share for oil distribution transformers in Switzerland, c.40% market share for power transformers for lower range of the high voltage segment and around c.30% for cast-resin transformers in Poland, and around c.30% market share for cast-resin transformers in Italy.

Furthermore, R&S Group is a key beneficiary of growth form the ubiquity of electrification and aims to achieve organic growth in combination with targeted acquisitions. R&S Group’s business model with strong value chain management offers a platform to replicate success, supported by market growth, operational excellence, the penetration of new and attractive markets and geographies as well as an increase in the share of wallet with existing customers. One key focus is on the development of transformers with a demonstrable sustainable impact leading to lower energy losses, minimized supply chain impact and higher reliability that help drive the energy transition and help utilities to become greener.

Strong financial performance in 2023 and positive outlook

R&S Group achieved strong results in the first nine months of 2023. Net sales increased to CHF 162.3 million, up by 49% compared to the previous period and EBITDA reached CHF 30.3 million, corresponding to a margin of 18.7%. The order backlog is good at CHF 193.8 million at the end of September 2023 and provides reliable visibility for the future. R&S Group has a net cash position providing a strong platform for further growth. Going forward R&S Group aims for yearly net sales growth of 8-10% at constant foreign exchange rates and a mid-teens double-digit EBIT margin in the mid-term, enabled by market trends such as decarbonization, decentralization and modernization of the aged grids. R&S Group aims to provide a dividend to its shareholders, with an intended pay-out ratio of c.50% of free cash flows, if any, for 2024 and the mid-term.

Experienced leadership team and committed board of directors

The highly experienced and seasoned management team is led by Chief Executive Officer Markus Lässer and Chief Financial Officer Matthias Weibel. Together with the workforce of more than 700 employees, the management team has a proven track record in the industry. The combined company shall be overseen by five board members ensuring best practice Corporate Governance standards and with a strong alignment of interests. Next to the existing members Heinz Kundert (Chairman), Andreas Leutenegger (Member) and Gregor Greber (Member), the Board shall be completed at the Extraordinary Shareholders Meeting with Rolf Lanz as representative of CGS Management AG and Beatrix Natter, an experienced industry expert.

Transaction procedure

VT5 shall acquire all outstanding registered shares of R&S Group and thereby transform the company into a publicly listed entity. The agreed purchase price of CHF 274 million shall be paid by the available cash amount in escrow after accounting for the redemptions of Class A Shares, a contribution in kind from the sellers of R&S Group, and by a public offering of new shares to be issued by way of a capital increase and any redeemed shares to fund the amount not covered otherwise. Prior to the completion of the acquisition, VT5 launches its redemption offer for the VT5 Class A Shares. The redemption offer for holders of VT5 Class A shares, in-line with SIX Swiss Exchange rules on SPACs, will last from 23 November until 6 December, after the relevant cooling off period has lapsed. The public offering will take place from 7 December until 8 December 2023. Settlement of the offering and the acquisition is planned for 13 December 2023, in any case following the approval of the acquisition by the special meeting of the holders of its Class A Shares and the approval of the relevant corresponding resolutions by the extraordinary shareholders meeting. Following shareholder approval, VT5 Acquisitions Company AG will be renamed to R&S Group Holding AG and will become the listed entity on SIX Swiss Exchange, trading under the new symbol RSGN and the ISIN number CH1107979838 (unchanged). These various steps will be announced and published separately.

VT5 will propose the business combination with R&S Group to a special meeting of the holders of its Class A Shares to be held on 11 December 2023 for approval by a simple majority of the votes cast (plus 1,764,706 votes). In the view of the VT5 board, all of the investment principles defined at the IPO in 2021 are met or exceeded with the acquisition of R&S Group and therefore the VT5 board unanimously recommends to its shareholders to support and approve the proposed transaction.

In addition, an extraordinary shareholder meeting on 11 December 2023 will be asked to approve all necessary measurements to conclude the acquisition as well as some additional agenda items, including the creation of a one share category, the capital increase, the election of two new board members to the board of directors and the change in name from VT5 Acquisitions Company AG to R&S Group Holding AG. The relevant approvals are necessary to conclude the transaction as defined in the initial business combination agreement between the VT5 and R&S Group signed on 30 October 2023.

Invitations to the special meeting of the holders of its Class A Shares and the extraordinary shareholders meeting are being sent out in accordance with VT5's articles of association.

Additional offering details

The offering consists of (a) a public offering in Switzerland, (b) private placements in certain jurisdictions outside the United States and Switzerland and (c) private placements in the United States only to QIBs as defined in, and in reliance upon, Rule 144A under the Securities Act. All offers and sales outside the United States will be made in compliance with Regulation S. The offering will be composed of new shares to be issued by way of a capital increase and any shares redeemed in the redemption offer (minus at least one share needed for the capital reduction). The issue price is expected to be set between CHF 10.00 and CHF 10.50 per offered share. The offering will be conducted under the exclusion of the subscription rights of the existing VT5 shareholders, which is to be resolved by the extraordinary shareholders meeting. The final number of offered shares will be determined following a bookbuilding process.

VT5's founders and sponsor, VT5 itself, the sellers of R&S Group and the intended new members of the board of directors and the executive committee of VT5 (as of the completion of the acquisition) have agreed to certain restriction on the sales of their VT5 shares after the completion of the acquisition. For further details, please refer to the prospectus.

The corresponding prospectus and a fairness opinion provided by KPMG (which is not part of the prospectus) annexed to this prospectus has been published today. The prospectus and the fairness opinion are available with the following link: https://vt5.ch/websites/vt5/English/5700/ibc.html.  

Indicative transaction timetable

In the course of this transaction all shares of VT5 will be newly listed in accordance with the Swiss Reporting Standard of SIX (this includes a segment change for the previously listed Class A Shares that were listed in accordance with the SIX-standard for SPACs). The listing is expected to enhance R&S Group’s profile, increase visibility, create a new long-term shareholder base, provide the means to incentivize key employees and attract new talent, and allow for an acquisition currency.

VT5 aims to complete the transaction by 13 December 2023. Further announcements will be made in accordance with applicable ad hoc publication procedures, including the redemption offer and the offering of new shares and their respective results.

VT5 9-month 2023 results

Along with the publication of the prospectus, VT5 today also published its financial statements for the nine months 2022/2023, beginning 1 November 2022 and ending 30 October 2023. As VT5’s operating business is solely focused on activities to advance the Initial Business Combination, the income statement reflects the expenses incurred. Operating and personnel expenses recorded during the period amounted to TCHF 1,677. Net interest income, mainly on the escrow accounts, for the period amounted to TCHF 2,476 and is directly recorded in the escrow accounts, respectively accrued. The balance sheet total amounted to TCHF 203,698, of which TCHF 199,565 are cash income. Additionally, TCHF 902 accrued interest and withholding tax were included in accrued income. As per 30 September 2023, the cash balances held in escrow, plus accrued interest and withholding tax correspond to CHF 10.02 per publicly traded Class A Share.

Media conference today Wednesday, 8 November, at 09.30 in Zurich

VT5 and R&S Group will hold a joint-press conference today at 09.30 at the Zunfthaus zur Waag, Münsterhof 8, 8001 Zürich, and will present the business of the R&S Group, the transaction in detail and explain the next steps until the business combination is completed. Presenters include Heinz Kundert, chairperson of VT5, Gregor Greber, board member of VT5 as well as Markus Lässer and Matthias Weibel, CEO and CFO of R&S Group respectively. A registration is not required.

Contact
VT5 Acquisition Company AG
Communications & Investor Relations
Doris Rudischhauser
Phone: +41 79 410 81 88
Email: doris.rudischhauser@vt5.ch
 

About VT5
VT5 is a special purpose acquisition company (SPAC), a vehicle to directly or indirectly acquire one or (if at the same time) more operating companies or businesses in order to take them public and provide dedicated support. VT5 provides a target company with the industry and technical experience of a seasoned team to allow a fast and smooth way to become a public company in Switzerland. VT5 seeks to unlock this investment opportunity for investors by entering into a business combination with a technology and innovation leader backed by scientific research within 24 months of listing. Geographically, VT5 is looking to acquire a business in Central and Northern Europe with a focus on the DACH region and in particular on Switzerland.

The Class A Shares and redeemable Warrants are listed on SIX Swiss Exchange under the symbols of VT5 and VT5W, respectively.

More information about VT5 can be found at www.vt5.ch.
 

About R&S Group
R&S International Holding AG (“R&S Group” or the “Company”) is headquartered in Sissach/BL, Switzerland. R&S Group operates six manufacturing facilities in Switzerland, Italy, Poland and the Middle East, serving its domestic as well as various European export markets with small and medium power and distribution transformers and other components in the utility, infrastructure and industrial sectors. R&S Group’s current majority owner, a private equity fund managed by CGS Management AG (“CGS”), headquartered in Pfäffikon/SZ, Switzerland, and R&S Group’s management have successfully positioned the Company to benefit from the accelerated demand for energy production and distribution, driven by the global trend for decarbonization.

More information about R&S Group can be found at www.the-rsgrooup.com.
 

Disclaimer

The business combination and its implementation remains subject to approval by the investor shareholders of VT5, the approval by the VT5 shareholders meeting of other items necessary to implement a business combination, the conducting of a share repurchase to allow redemptions by shareholders, the successful completion of an offering and capital increase to finance any parts of the purchase not financed by the amounts in escrow or otherwise, and obtaining of all required approvals by the stock exchange.

This announcement may contain forward looking statements, estimates, opinions and projections with respect to anticipated future performance of VT5 ("forward-looking statements"). These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "aims," "believes," "estimates," "anticipates," "expects," "intends," "may," "will" or "should" or, in each case, their negative, or other variations or comparable terminology. These forward-looking statements include all matters that are not historical facts. Forward-looking statements are based on the current views, expectations and assumptions of the Board and management of VT5 and involve significant known and unknown risks and uncertainties that could cause actual results, performance or events to differ materially from those expressed or implied in such statements. Forward-looking statements should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. Any forward-looking statements included herein only speak as at the date of this release. VT5 undertakes no obligation, and does not expect to publicly update, or publicly revise, any of the information, forward-looking statements or the conclusions contained herein or to reflect new events or circumstances or to correct any inaccuracies which may become apparent subsequent to the date hereof, whether as a result of new information, future events or otherwise. VT5 accepts no liability whatsoever in respect of the achievement of such forward-looking statements and assumptions.

This announcement constitutes neither an offer to sell nor a solicitation to buy securities of VT5 and it does not constitute a prospectus or a similar notice within the meaning of articles 35 et seqq. or 69 of the Swiss Financial Services Act. Copies of this announcement may not be sent to jurisdictions or distributed in or sent from or otherwise made publicly available in jurisdictions, in which this is barred or prohibited by law. Any investment decision regarding the publicly offered securities of VT5 should only be made on the basis of the prospectus. The prospectus is available free of charge upon request from VT5 (e-mail: ir@vt5.ch).

This announcement is being distributed only to, and is directed only at (i) persons outside the United Kingdom, (ii) persons who have professional experience in matters relating to investments falling within article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and other persons to whom it may otherwise lawfully be communicated, falling within Article 49(2) of the Order (all such persons together being referred to as "Relevant Persons"). Any investment or investment activity to which this announcement relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. Any person who is not a Relevant Person must not act or rely on this announcement or any of its contents.

This announcement does not constitute an "offer of securities to the public" within the meaning of Regulation 2017/1129 of the European Union (the "Prospectus Regulation") of the securities referred to in it (the "Securities") in any member state of the European Economic Area (the "EEA") or, in the United Kingdom ("UK"), the Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended (the "UK Prospectus Regulation"). Any offers of the Securities to persons in the EEA or the UK will be made pursuant to an exemption under the Prospectus Regulation or the UK Prospectus Regulation (as applicable), as implemented in member states of the EEA or the UK, from the requirement to produce a prospectus for offers of the Securities.

Securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States or to U.S. persons (as such term is defined in Regulation S under the Securities Act) unless the securities are registered under the Securities Act, or an exemption from the registration requirements of the Securities Act is available. The issuer of the securities has not registered, and does not intend to register, any portion of the offering, if any, in the United States, and does not intend to conduct a public offering of securities in the United States. In an offering, if any, the securities may be offered and sold outside the United States in reliance on Regulation S and within the United States to "Qualified Institutional Buyers" (as defined in Rule 144A under the Securities Act ("Rule 144A")) in reliance on Rule 144A. Prospective purchasers are hereby notified that sellers of the securities may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A.

This announcement or the information contained therein is not being issued and may not be distributed in the United States of America, Canada, Australia, Japan, or any other jurisdiction in which the distribution or release would be unlawful or require registration or any other measure and does not constitute an offer of securities for sale in such countries.