20181116 Corporate Profile HelviaGroup English FINAL

SWISS ADVISORY GROUP – SINCE 1984

ProInvesto.itITALIAN BUSINESSES FOR SALE OR PURCHASE

®Swiss International Trust

Fiduciaire Internationale Suisse

Fiduciaria Internazionale Svizzera

Schweizerische Internationalen Treuhander

HELVIA®

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HELVIA Swiss Advisory GroupInspiring Trust. Realising Ambitions.







HELVIA®

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Welcome to HELVIA Swiss Advisory Group

For over 30 years I have worked alongside multinational companies and top consulting

firms. I have tackled challenging, yet enriching, cases spanning the continents and

rendered my expertise to a large variety of industries, companies and institutions,

through delivering a striclty professional but always humanistic approach.

This endowment of relationships, skills and experience has been planted into the service

of an established reality, the HELVIA - Swiss Advisory Group of Lugano, the exclusive

italian part of Switzerland, wedget in Norther-Italy. Since 1984 HELVIA has been

assisting investors, entrepreneurs and administrators in the accomplishments of projects.

At HELVIA we have carried out many acknowledged advisory assignments and M.&A.

operations, both at home and overseas, reinforcing our powerful position in the trust

and advisory services market. Nevertheless, we do not consider ourselves satisfied. The

most exciting challenges are yet to come.

I am pleased that you have given us the time to get to know HELVIA, its consulting,

brokerage and management services as well as our experienced professional staff. I hope

you give us the opportunity to demonstrate the remarkable contribution that HELVIA

can offer to you and to your business, starting from M. & A. operations, moving to

corporate advisory and ending to business management of enterprises.

Please take the time to examine this document carefully and try to visualize all the

opportunities that HELVIA can offer you. Whilst doing so, create the requests for your

company, family or institution. Our success stories will inspire you.

Thanking you for the interest shown in HELVIA and its services, I will remain at your full

disposal to meet you and strive for the growth and wealth of your business and family.

From your trusted partner eager to realise your ambitions.

Dalmazio ZolesiDalmazio Zolesi

HELVIA’s Managing Partner in Lugano. Economist, Chartered and Public Accountant, M.B.A., E.M.B.A.

Strategic Management Professor at the SUPSI Executive MBA and MAS in Manno (Switzerland). Publicist

Former Vice-President of Pirelli Group (Milan) and Forbo Group (Zurich) and Dy CEO of FAAC Group (Bologna)

Former Senior Manager of PriceWaterhouseCoopers Advisory and Arthur Andersen F.C.S. (Zurich, Lugano, London, Milan)







HELVIA®

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SummaryPage

Welcome to HELVIA Swiss Advisory Group 2

Summary 3

10 good reasons for choosing HELVIA 4

The 3 business unit of HELVIA Group 5

ProInvesto.it 7

ProInvesto.it – Success stories 12

The sale of a SME 14

Clear agreements, long friendship 15

ProInvesto.it – Confidential ads 16

HELVIA Fiduciaire 19

HELVIA Fiduciaire – Success stories 22

HELVIA Partners 25

HELVIA Partners – Success stories 28

Business pathologies and how to treat them 30

Old habits, young chaptains 31

Contacts 32

"Trusting is difficult

but knowing who to trust is even more difficult".

(Maria V. Snyder)








HELVIA®

10 GOOD REASONS

for choosing HELVIA

1. Buy-side Advisor & Investment Desk which has worked alongside and

provided expertise on over 400 domestic and foreign investors who

make up our ProInvesto Deal Club

2. Sell-side Advisor & Sales Desk which operates on behalf of

shareholders, entrepreneurs and directors of over 500 businesses

and real estate properties, chosen in Italy, Switzerland and Europe

3. Multimedia and global M.&A. platform, for the sale or purchase of

companies, infrastructures and real estate properties, the search of

partners and alliances, at home and abroad

4. An international trust & advisory company specialized in planning

and leading M.&A. transactions, with a track record of over 150 deals

5. 34 years of expertise providing professional advice, trust and

management services for companies, families and institutions with a

series of effective solutions inspired by international best practices

6. Cross-cultural, multi-lingual and extensive expertise, nationwide and

spanning 5 continents, with industrial multinational groups, financial

institutions, small-medium enterprises and family businesses,

publicly-owned companies and institutions

7. A highly qualified staff of trustees, chartered accountants, financial

experts, business lawyers, real estate experts, executive managers

with a deeply rooted experience, covered by a multi-millionaire

insurance policy for civil responsibility and damages

8. The strictest confidentiality, reliability and precision, a pragmatic

results–driven attitude, customer service quality and code of ethics

9. Domestic and global network of professional partners specialized in

M.&A., real estate, trust services and executive management

10. Located in the international financial center of Lugano (Switzerland),

the Italian-speaking part of Switzerland, easily accessible through

Lugano airport or by train or by car, in 60 minutes from Milan and 45

minutes from Milan Malpensa airport

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HELVIA®

Since 1984, in the center of Lugano (Switzerland),

HELVIA Swiss Advisory Group has been assisting,

Investors, Entrepreneurs, Directors and Managers

in seizing their business opportunities, by means of:

www.helviafid.chwww.proinvesto.it www.helviapartners.com

The 3 BUSINESS UNITS of

HELVIA Swiss Advisory Group

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PROINVESTO.IT

ACQUISITIONS & DISPOSALS OF BUSINESSES,

INFRASTRUCTURES & REAL ESTATE PROPERTIES

FOR MERGERS & ACQUISITIONS TRANSACTIONS

❖ Companies for Sale or Purchase

❖ Infrastructures for Sale or Purchase

❖ Properties for Sale or Purchase

❖ Search or Offer of/to Partners

❖ Startup & Venture Capital Development

❖ Project Development & Financing

❖ Soliciting of Potential Buyers or Sellers

❖ Investment Desk/Sales Desk Execution

❖ M.&A Confidential Announcements

❖ M.&A. Brokerage & Advisory

❖ Transaction Services

❖ Special Services for Foreign Investors

HELVIA FIDUCIAIRE

TRUST ADMINISTRATION, CORPORATE ADVISORY,

TAX PLANNING & FINANCIAL SERVICES

FOR TRUST & CORPORATE OPERATIONS

❖ Trust & Fiduciary Administration

❖ Corporate Advisory Services

❖ International & Domestic Tax Planning

❖ Wealth Planning & Management

❖ Establishment of Companies

❖ Holding, Trusts, Foundations, Associations

❖ Corporate Governance - Board Advisory

❖ Financial Management & Reporting

❖ Financial Due Diligence - Business Review

❖ Accounting & Administration

❖ HR Management & Payroll

❖ Compliance - Risk Management

❖ Forensic Audit & Judicial Administration

HELVIA PARTNERS

RESTRUCTURING & CORPORATE RENEWAL,

STRATEGIC MANAGEMENT SOLUTIONS

FOR STRATEGIC & TACTICAL MANAGEMENT

❖ Restructuring Services - Corporate Renewal

❖ Business Rescue - Crisis Management

❖ Debt Restructuring & Financial Planning

❖ Perfomance Improvement – Cost Cutting

❖ Change Management - Empowerment

❖ Corporate and Competitive Strategies

❖ Global Strategy & Internationalization

❖ Industrial Plans – Business Mentoring

❖ Post-Acquisition Integration Projects

❖ Strategic Equity and Non-Equity Alliances

❖ Succession Planning & Family Business

❖ Executive Search / Recruitment Services

❖ Interim Management as CEO, CFO, CRO







HELVIA®

ProInvesto.itInvestors and Investment Opportunities

throughout Italy, Switzerland & EuropeGalleria Vittorio Emanuele II

Milano (Italia)







HELVIA®

ProInvesto.itBrokerage Services for Businesses,

Infrastructures & Real Estate Properties

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HELVIA®

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FOR OWNERS WHO WISH TO SELL THEIR OWN BUSINESS, PROJECT

OR PROPERTY OR WHO ARE SEARCHING FOR PARTNERS

We are the Advisor and the Sales Desk that helps shareholders,

entrepreneurs and property developers achieve their objectives to

transfer equity securities, company assets, infrastructures and real

estate properties, at home or abroad. Specifically, we research and

select domestic and foreign investors capable of acquiring and

managing those assets, guaranteeing a business continity,

monetarisation of investments and maximum economic fulfilment.

FOR INVESTORS WHO WISH TO PURCHASE COMPANIES, PROJECTS OR

PROPERTIES OR WHO WOULD LIKE TO BECOME PARTNERS

We are the Advisor and the Investment Desk assisting domestic and

foreign investors in searching and screening businesses, infrastructures

and real estate properties across Italy, Switzerland and Europe. We

assist them in planning, organising and executing M.&A. transactions,

securing an accurate strategic and financial fit as well as the successful

completion of the transaction with the best economic return.

FOR ALL DOMESTIC OR FOREIGN OWNERS AND INVESTORS:

www.proinvesto.it is the reliable M. & A. Confidential Platform which

enables you to publish and disclose anonimously your investment

opportunities by quitely relying on the confidential services of a

primary international trust company, until the very moment on which a

real expression of interest will emerge from the solicited targets.

ProInvesto.itthe ADVISOR, INVESTMENT/SALES DESK and M.&A. PLATFORM

that favors M.&A. TRANSACTIONS between ENTREPRENEURS

wishing to sell businesses, infrastructures and properties

and DOMESTIC and FOREIGN INVESTORS







HELVIA®

ProInvesto.it allows you to BUY or SELL confidentially and simply

BUSINESSES, INFRASTRUCTURES and REAL ESTATE PROPERTIES

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SALES DESK: we represent the selling owners of over 500 companies, infrastructures and real estates

properties throughout Italy, Switzerland and abroad. Some investment opportunities are

confidentially published and broadcasted on the www.proinvesto.it and connected social

channels, whilst others are secured for the exclusive circulaton to Pro Investo Deal Club.

INVESTMENT DESK: we represent over 400 domestic and foreign investors - private, industrial and

institutional - interested in investing in businessese & real estate opportunities in Italy or

Switzerland or Europe. Our broad Pro Investo Deal Club distinguishes us on the EU market.

TRACK RECORD: we carried-out over 150 M.&A. transactions related to acquisitions, disposals,

mergers, strategic alliances, carve-outs, etc. throughout Italy, Switzerland and abroad.

WORLD CLASS SERVICES: we strive to meet strategic and tactical needs of our Clients in any

transaction, from basic Confidential M.&A. Announcements up to to a large suite of high added-

value M.&A. Brokerage & Advisory Services, Transaction and Post-Acquisition Services.

PROFESSIONAL STAFF WITH A WEALTH OF EXPERIENCE: we put at your disposal, an experienced team

of professionals such as: trustees, chartered accountants, financial experts, business lawyers, real

estate experts, executive managers, all of them with a wealth of experience in M.&A. transactions.

INTERNATIONAL BEST PRACTICES AND MORAL CODE: we use methodologies inspired by international

best practices which are recognized by global investors and banking institutions. We fully observe

and acknowledge the laws in force and the principles established by our code of ethics.







HELVIA®

ProInvesto.itthe one-stop shop point for M.&A. SERVICES

from M.&A. Confidential Ads up to M.&A. Advisory

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SERVICE 1: PUBLICATION AND BROADCASTING OF M.&A. CONFIDENTIA ANNOUNCEMENTS AND

EXCLUSIVE CIRCULATION TO Pro Investo Deal Club MEMBERS

Publication and broadcasting services of M.&A. confidential announcements (sale or purchase of

businesses or properties or search for/offer of partners) on Pro Investo.it and on its social

channels. Communication of top notch selected investment opportunities to Pro Investo Deal

Club members. Subsequent assessment and screening of who have demonstrated an interest

towards the proposed investment opportunity and sending of their expressions of interest to Client.

SERVICE 2: MARKETING & PITCHING OF INVESTMENT OPPORTUNITIES, SEARCH, SCREENING,

TARGETING AND SOLICITING OF POTENTIAL INVESTORS OR POTENTIAL SELLERS

In-depth analysis of investment opportunities. Marketing & pitching of investment opportunities

(e.g. through an investment teaser, an information memorandum, a business plan) to make them

informative, appealing and bankable to potential investors. Selection and targeting of potential

investors or potential sellers, both domestically and on a global scale. We validate only who have

demonstrated interest towards the opportunity and we send their expressions of interest to the

Client, together with the transaction requirements and the financial capacity available.

SERVICE 3: M.&A. BROKERAGE, NEGOTIATION ASSISTANCE, M.&A. ADVISORY, TRANSACTION

SERVICES, INVESTMENT/SALES DESK, POST-ACQUISITION INTEGRATION SERVICES

A 360° M.&A. brokerage, advisory and assistance service is provided to Clients: from M.&A. strategy

up to to the closing of investment agreements. Some examples of transaction services we offer:

business planning, financial forecasting, business valuation, financial due diligence, deal structuring,

capital raising, potential synergies assessment, writing and reviewing of investment agreements,

shareholders agreements, board advisory, design and execution of post-acquisition integration plan.







HELVIA®

M.&A. BROKERAGE & ADVISORY, TRANSACTION SERVICES, INVESTMENT - SALES DESK, POST-ACQUISITION INTEGRATION

M.&A. brokerage and negotiation assistance, M.&A. advisory andtransaction services, investment desk/sales desk for strategizing,planning and executing, in an effective manner, deals such as:acquisitions, disposals, mergers, alliances, etc. related to businesses,infrastructures or real estate properties, in homeland or abroad.

Service content and cost depend on the extent and complexity of thepotential deal and on professional services to be provided.

Recommended for domestic and foreign clients wishing to close the dealwithin a reasonable time, whilst ensuring a strategic fit and maximumeconomic return from the transaction.

ACTIVITIES PROVIDED TO THE CLIENT

HELVIA assists the Client during the whole M.&A. process: fromM.&A. strategy to the search for potential deal-makers; from thenegotiations kick-off up to the closing of agreements.

HELVIA provides high added-value strategic, financial, administrativeand legal services to the Client, ensuring transaction consistency,maximum expertise and optimal result.

HELVIA plans and performs the assignment, organizes the meetingbetween the Client and the selected targets and supportsthe Client in terms of negotiations, business planning, financialvaluation, due diligence, deal structuring, tax & legal assistance.

MARKETING AND PITCHING OF INVESTMENT OPPORTUNITY, SEARCH & ACTIVATION OF POTENTIAL INVESTORS OR SELLERS

Phase 1: Diagnosis and valuation of the investment opportunity. If agreed,publication or circularization of a confidential M&A announcement.

Phase 2: Marketing of investment opportunity and setting up of pitchbook and further material, to be presented to the selected targets.

Phase 3: Searching, screening, targeting and activation of potentialinvestors or sellers, through the pitch book and material prepared, toassess their real interest in the proposed investment opportunity.

Service content and cost depend on the extent of marketing material to bedeveloped and from the extent and location of targets to be searched,reached and activated.


HELVIA, according to international best practices, crafts and preparesthe pitch book and marketing material, tailored to the needs of thespecific opportunity and the targets to be solicited.

HELVIA searches, screens and contacts the selected targets,presenting them with pitch book and marketing material.

HELVIA solicits, resolves doubts and verifies the real degree of interestby targeted decision makers, collecting their requests.

HELVIA reports to the Client the degree of interest found and anyrequest collected by targets so that they can receive an answer.

HELVIA organises the kick-off meeting between the Client and thetargets who have expressed a real interests in the opportunity.

PUBLICATION OF CONFIDENTIAL M.&A. ANNOUNCEMENTS AND

CIRCULATION OF TOP-NOTCH INVESTMENT OPPORTUNITIES

Multimedia showcase to advertise and circulate investment opportunities

on a domestic and international level, through Confidential M&A Ads, via

ProInvesto.it platform and social channels. Exclusive circulation of

selected top notch investment opportnities for domestic and foreign

members of ProInvesto Deal Club.

Low-cost service recommended for small businesses, projects or properties

and all those with a limited spending budget. Client should take care of

information handling and relationship management with counterparts.

SERVICE 2

OPPORTUNITY MARKETING,

SEARCH & ACTIVATION OF

POTENTIAL DEAL-MAKERS

(MARKETING, SEARCH & TARGETING

OF POTENTIAL INVESTORS OR SELLERS)

SERVIZICE 3

M.&A.

BROKERAGE & ADVISORY,

INVESTMENT – SALES DESK(M.&A. BROKERAGE

TRANSACTION SERVICES,

INVESTMENT & SALES DESK)

SERVICE 1

M.&A. OPPORTUNITIES

PUBLICATION &

CIRCULARIZATON

(ADVERTISING BROADCASTING &

CONFIDENTIAL COMMUNICATION OF

TOP-NOTCH INVESTMENT OPPORTUNITIES)


HELVIA creates, publishes and broadcasts the Confidential M&A Adson ProInvesto.it platform and social channels and circulates thetop notch investment opportunites to ProInvesto Deal Clubmembers so that maximum resonance & acknowledgement is given.

HELVIA contacts and screens the interested investors or sellers whohave expressed interest on the disclosed investment opportunities.

HELVIA gives to the Client the name of the interested investors orselllers enticed by the announcement, to get them in contact.

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HELVIA®

DISPOSAL OF THE

MAJORITY STAKE OF AN ITALIAN

SME, NICHE LEADER ON

THE FMCG MARKET

DISPOSAL OF THE WHOLE

CONTROLLING STAKE OF A SWISS

SME OF HIGH-TECHNOLOGY

ELECTRONICS

PRIVATISATION OF

CONTROLLING STAKE OF A

STRATEGIC INFRASTRUCTURE ON

ITALIAN TERRITORY

On behalf of an italian business

family, HELVIA managed the disposal

of a leading SME in the Fast Moving

Consumer Goods market with

revenues over € 20 Million. HELVIA

searched & selected potential

investors, conducted and finalized

negotiations together with the italian

family. Over 150 domestic and

international investors were

contacted and expressions of interest

and purchase offers were received

from italian, swiss, american and

swedish investors. The transaction

ended with the acceptance of a

purchase offer of € 18 million for the

majority stake and the recruitment of

2 family members as CEO and CMO.

On behalf of the 2 shareholders of a

swiss high-tech electronic SME that had

long been looking for an investor,

HELVIA restructured the business

model and set up the required

marketing tools to enhance its market

positioning and economic value. Over

100 industrial investors in Switzerland,

Italy and Germany were carefully

selected and contacted. Following the

gathering of several expressions of

interest, a competitive bid was

presented to interested investors, which

led to the collection of 3 binding offers.

The transaction ended with the

acceptance of a price offer of CHF 9.5

million offered by a well-established

italian industrial group.

On behalf of the public shareholder of

a strategic infrastructure in Italy,

HELVIA set up the industrial plan, the

financial evaluation and the M&A pitch

for its valorisation and marketability on

the global capital market. HELVIA

contacted over 200 selected investors,

gathering 12 expressions of interest

from italian, french, english, belgian,

russian, american, arab, chinese,

argentinean and south-african

investors. Later HELVIA organized the

virtual data room, managed the due

diligences, a the competitive bid, that

brought to receive 3 binding offers of

which one, from a foreign investor, was

accepted at an overall price of approx.

€ 30 Million.

ProInvesto.itSuccess Stories of DISPOSAL TRANSACTIONS

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HELVIA®

ProInvesto.itSuccess Stories of ACQUISITION TRANSACTIONS

PURCHASE OF THE

CONTROLLING STAKE OF 2

LEADING COMPANIES IN

EUROPEAN FOOD MARKET

ACQUISITION OF A

5 STARS HISTORICAL RESIDENCE

IN A PRIMARY LOCATION OF

AN EXCLUSIVE ITALIAN CITY

PURCHASE OF THE

CONTROLLING STAKE OF

A SWISS AUTOMATION

SYSTEMS MANUFACTURER

On behalf of a blue-chip italian food

company, aiming at expanding the

global reach-out of its business

operations, HELVIA performed an

accurate market intelligence to select

the best european targets in line with

the objectives and investment criteria

set. Subsequently, HELVIA contacted

approx. 150 entrepreneurs from the

fresh, traditional and organic food

industry in Switzerland, Germany,

Austria and France. Following the

expressions of interest, 8 negotiations

were opened with potential sellers,

which led to the activation of 4 due

diligences that ended with the

acquisition of the controlling package

of 2 european targets at a price of

approx. € 25 Million.

An international group of luxury hotels

& resorts, aimed at expanding their

leisure & business proposition within

the italian market. They strived to

attract high-standing international

customers. HELVIA performed an in-

depth market intelligence in the

historic centres of Rome, Florence,

Venice, Milan and Naples proposing

viable acquisition targets to the client.

Following its evaluation, negotiations

were opened with the owners of 3

luxury hotels that led to the execution

of 2 due diligences and to follow, the

signature and closing of an

arrangements for the acquisition of 1

famous historical residence in the

primary location of the center, at a

strictly reserved price.

On behalf of a private italian investor,

who aimed at re-investing part of the

financial funds gained from a previous

sale transaction, HELVIA selected and

recommended some viable investment

opportunities in mechanical and

electromechanical industries in Italy

and Switzerland. After performing its

own assessments, the client focused on

a small-sized but highly-innovative

Swiss manufacturer of automation

systems with a strong growth potential.

An industrial plan and financial

valuation were drawn-up, due-diligence

and negotiations performed, together

with the deal structuring and

integration plan. Transaction ended

with the acquisition of the controlling

stake at a price of € 2.5 Million.

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HELVIA®

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The sale of a SMEA brief guide in 7 points

how to understand and manage

the disposal of a small-medium enterprise.

Many entrepreneurs struggle to navigate thejungles of business brokerage and ask us forguidance and assistance to help them bestplace their company on the national or cross-border mergers & acquisitions market.Without claiming to be exhaustive, weprovide below a brief survival guide coveringthe main stages of the sale of an unlistedsmall-medium enterprise (SME).

1. Divestment strategy and value

Contrary to popular belief, there are variousways and techniques of creating economicvalue from the disposal of a business. Formore than 34 years, we have been assistingowners to monetize and maximize the saleprice of their businesses by applying themost proven value-based managementtechniques and selecting the best optionsavailable, from the sale of equity securities orcorporate assets, to contributions-in-kinds,carve-outs, demergers, spin-offs, IPOs, etc.,to the sale of their businesses.

2. Investment teaser and info-memo

The communication material that enhancesthe investment opportunity (Beauty Contestor Sales Pitch) is prepared, according to theprofessional criteria recommended by bestinternational practices. In particular, theanonymous Investment Teaser (Appetizer) isdrawn up, not revealing the identity of thecompany and the seller, and the InformationMemorandum is drawn up, accompanied bythe Business Plan, on the basis of whichpotential buyers will assess the investmentopportunity and all sides of the envisagedtransaction.

3. Prospecting & targeting of buyers

Search and selection of potential buyers(Prospecting) and confidential contact of therespective decision makers (Targeting). This isdone both through the ProInvesto’s Investors

Community and through new contacts to beestablished in relation to investmentopportunities that have emerged. On the basis ofthe Teaser presentation, we are able to verify thereal level of interest of the selected potentialbuyers. Those who declare themselvesinterested, after signing a letter of confidentiality(Not Disclosure Agreement) will receive the Info-Memorandum on the basis of which they canassess the investment opportunity and the typeof transaction proposed.

4. Letter of intent and start of negotiations

Through the LOI (Letter Of Intent) the partiesregulate the confidentiality of the negotiations,expressing in writing (or by concluding deeds)the effective willingness to evaluate andeventually carry-out the transaction according tothe principles and rules established. The letter ofintent does not place any obligation on theparties, but it should not be denied as itrepresents the basis of reference for theexplanation of the expectations of the contractingparties and for the definition of the structure,perimeter and methods of execution of thetransaction (e.g. asset deal or share deal).

5. Pre-assignment due diligence

Due diligence fills in the information asymmetrybetween seller and buyer and analyticallyevaluates the crucial aspects of the targetcompany. In cases where the amount ofinformation is large or an auction between

several bidders is planned, a data room is usedof the relevant information to be examined bypotential purchasers. The results of the due

diligence are fundamental to the determination ofthe economic value and the main contractualconditions of the transferred company.

6. Signature of the assignment agreement.

If the due diligence does not reveal seriousproblems, the Signing, i.e. the conclusion of thecontract for the sale and purchase of equitysecurities or company assets, is reached.Through it, the parties agree and explain themechanism for determining the price, themethods of payment, the contractual conditions,any guarantees and indemnities, ancillaryagreements, non-competition agreements, etc..

7. Exchange of shares and adjustment.

When the agreed conditions are met, the Closingis reached, i.e. the delivery of the securities orassets, against partial or total payment of theagreed price. During the interim period betweenSigning and Closing, the seller still has de jurecontrol over the transferred company, even if it isusually limited in its ability to act on theaccessory clauses of the purchase contract. Thelatter protect the company's assets asdetermined by the statutory financial statementsor by an ad-hoc balance sheet that will serve asthe basis for determining any future priceadjustment, in the event of significant changesbetween it and the completion accounts drawnup in the Closing. Underestimating thecomplexity of this process and acting exclusivelywith one's own strengths is a terrible mistakethat could cost a great deal of money.

d.z.







HELVIA®

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Clear agreements,

long friendship

Shareholders' agreements are useful to arrange corporate

governance rules in presence of a plurality of members

but can imply limits on freedom to transfer shareholdings.

of the shareholders' meeting, but is alreadypre-arranged so as to ensure adequaterepresentation to all members, especiallyminority members. For this purpose,statutory clauses are used, such as voting

clauses for list, or clauses with the listsystem blocked, or clauses for the number ofcandidates lower than the number to becovered. The same purpose can be pursuedwith shareholders' agreements, such asvoting syndicates. Another instrument forcontrolling the work of the managingshareholder is the provision of higherqualified majorities than the legal majorities,such as to take into account the willexpressed by the minority shareholders.These majorities create a blocking influence,i.e. a power of veto, which balances theinterests at stake and protects the investorpartner. If, on the other hand, they areabused, they risk paralysing social activity.The clauses restricting the transfer ofshareholdings concern block syndicates, pre-emption and approval clauses, and co-sale

rights for shareholders. In block syndicates,the investing partners mutually undertake notto sell their shares for a period normallycorresponding to the time horizon of thecompany's business plan. The need is tostabilize the relationship of collaborationbetween investors to ensure the success ofthe plan. The pre-emption and approvalclauses prevent a third party, not appreciatedby the shareholders, from entering theshareholding structure, taking over theparticipation of an existing shareholder.Practice has also created a series of pre-emption clauses. Some provide for a

Shareholders' agreements are agreementsbetween investing shareholders,complementary to the articles of association,which aim to ensure uniform management

guidelines and govern future relationships

between shareholders, for example, betweenthe majority non-managing shareholder and theminority managing shareholder. Through them,investing shareholders undertake to exercise ina predetermined manner the rights derivingfrom the articles of association and/or the law,both during the investment and the disposal ofshareholdings. The purposes of the agreementsdepend on the nature of the shareholding stakeheld. A majority investor who does not managehas the interest of ensuring a certain degree ofcontrol over the actions of the minorityshareholder and manager of the company. Thelatter will want to protect itself from the exerciseof power and vetoes of the not managingmajority shareholder, by providing moreeffective protection mechanisms than thoseprovided for by law or by the articles ofassociation. The agreement usually providesalso for the terms and conditions of the exit fromthe share capital by both partners. The clausesthat most frequently appear in shareholders'agreements are of two types: those that dictatethe rules of corporate governance and thosethat contain limits on the transfer of

shareholdings. The clauses that dictate therules of corporate governance providemechanisms that allow investing shareholdersto participate in decisions of major strategicimportance, especially where they do not havea delegation of operational management. It isusual that the appointment of the members ofthe board of directors is not left to the dynamics

privilege (or hierarchy) of exercise of the priorityin favour of certain groups of partners overothers. Others provide that the partners do notbuy the shareholding for sale, but can choose thefuture buyer, to their liking. Others still allow thepartners to declare themselves buyers of theshareholding for sale, but at a price determinedby a board of arbitrators, on the basis ofpreviously agreed criteria. The clauses thatprovide for co-sale rights for shareholders allowall shareholders to benefit in full or in part fromthe proceeds from the sale of a shareholding. Inthe case of tag-along clauses, the shareholderwho intends to sell his equity interest must allow,pro rata, the sale of the equity interests of thepartners under the same conditions. If themajority shareholder were the obligatory partner

of a tag-along and wanted to sell the entireshareholding (80%) to a third party buyer, hewould have to be satisfied with a partial sale(64%), to make room for the managing partnerallowing him to integrate with 16% his 20% share.Through drag along clauses, on the contrary, theobligation is literally reversed. The partner whointends to sell his shareholding to a third partyhas the right to oblige the other partners to selltheir shareholdings to the potential buyer underthe same conditions. This clause is applied whenthe third party acquirer agrees to purchase onlythe totality of the shareholding and the sellingshareholder, majority but not totalitarian, wants toavoid obstacles from the minority shareholders.The above is just a small sample of the currentforensic fantasy prodigy on the subject ofshareholders' agreements. In future we'll seeeven more beautiful ones …

d.z.







HELVIA®

www.ProInvesto.it – Disposal Confidential Ads (Example)

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HELVIA®

www.ProInvesto.it – Acquisition Confidential Ads (Example)

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HELVIA®

HELVIA FiduciaireConfidentiality, Expertise and

Internationalitation for your BusinessNight View of Lugano

Canton Tessin - Switzerland







HELVIA®

HELVIA FiduciaireTrust Administration, Corporate Advisory,

Tax Planning & Financial Services

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HELVIA®

HELVIA FiduciaireAbstract of the Financial Valuation of an Italian ENERGY GROUP

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HELVIA®

HELVIA Fiduciairethe TRUSTEE and ADVISOR for the ADMINISTRATION of your

confidential and special businesses, in homeland and abroad

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❖ Corporate Settlement and Tax Domiciliation

❖ Accounting, Administrative and Financial Services

❖ Fiscal, Corporate and Legal Consultancy

❖ Relationship Mgmt with Tax & Legal Authorities

❖ Financial Planning and Management Control

❖ Consolidated Financial Statements and

Management Reporting

❖ Payroll and Personnel Administration

❖ Fiduciaries Services

❖ Corporate Representation and Operations

❖ Protection of Business and Family Wealth

❖ Administration of Companies or Assets

❖ Acquisitions, Dismissals, Spin-Offs, Mergers

❖ Transaction Advisory & Due Diligence

❖ Business Valuations

❖ Business Planning & Financial Forecasting

❖ Real Estate Administration

❖ Business Solvency Audits

❖ Debt Restructuring & Finance Management

❖ Creditors Protection

❖ Bankruptcy, Fiscal and Social Security Agreements

❖ Legal Assertions and Judicial Procedures

❖ Forensic Audits and Fraud Audit

❖ Corporate Reorganisation

❖ Disposals of Non-Core Activities

❖ Mergers & Acquisitions

❖ Spin-Offs & Equity Carve-Out

❖ IPO, OPS, OPV, OPVS

❖ Institutional and Municipal Financial Planning

❖ Privatization of Public and Municipal Companies

❖ Special Services to Family Businesses

❖ Special Services to Financial Institutions

❖ Special Services to Foreign Investors

❖ Board Memberships







HELVIA®

CROSS-BORDER TRANSFER

OF HEAD-OFFICE AND FAMILY

AND ESTABLISHMENT OF A

FAMILY COUNCIL AND TRUST

REDESIGNING OF THE

ACCOUNTING AND INTERNAL

CONTROL SYSTEM OF A

ITALIAN LUXURY COMPANY

IMPLEMENTATION OF THE

PLANNING, CONTROL AND

REPORTING SYSTEM OF A

SWISS GROUP

HELVIA designed, organized and

coordinated the cross-border

transfer of a company’s head-

office and of the family's primary

residence. HELVIA managed a

great deal of sensitive issues such

as: corporate and personal

taxation, corporate finance and

wealth management, search for

new offices and family’s home,

relocation and recruitment of key

employees, education for younger

generation. HELVIA established

the Family Council to secure

family governance and the Family

Trust to protect assets, minors

and safeguard the overall wealth

for the successor's purposes.

For an italian luxury company,

HELVIA has redesigned the whole

accounting and internal control

system to align it with the

renewed corporate strategy and

organization. Financial accounting

and management control were

designed by introducing accurate

standard costs of BOMs and a

rigorous pricing tailored to

distribution channels and

accounts. HELVIA renewed also

the internal control system to

identify and manage business

risks and ignate the Organization

and Management Model, as

required by compulsory Italy’s

legislative decree no. 231/2001.

On behalf of a newly-established

Swiss manufacturing group,

HELVIA has designed and

implemented the whole strategic

and financial planning system and

the management control &

reporting system, including the

Group’s financial consolidation.

Directives, procedures and

management tools were

incorporated into the Corporate

Guidelines & Procedures and the

Accounting & Reporting

manuals. HELVIA drawn-up also

the Organizational Guidebook of

job descriptions, with goal setting

(MBO) and counselling &

appraisal tools for key players.

HELVIA FiduciaireSuccess stories of FIDUCIARY ADMINISTRATION

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HELVIA®

EQUITY VALUATION AND

PRICE NEGOTIATION STRATEGY

OF AN ITALIAN

MULTI-UTILITY GROUP

BUSINESS MODEL & PLAN

FOR A STRATEGIC ALLIANCE

BETWEEN ENERGY PRODUCERS

AND DISTRIBUTORS

DETECTION OF CORPORATE

CRIMES AND TRANSMISSION

OF DOCUMENTS TO THE

INVESTIGATIVE AUTHORITIES

On behalf of the controlling

shareholders of a long-established

italian multi-utility group with

revenues of several hundreds

Million €, HELVIA carried-out the

financial valuation of equity value

to determine the swap ratio to be

applied to exchange capital stock’s

shares with a european industry

leader. The financial assessment

was carried-out by taking into

account the international generally

accepted valutation best practices

for multi-utilities and the strategic

options that could be pursued.

HELVIA finally assisted the client in

defining the price negotiation

strategy accompanied by the rock-

bottom of underlying motivations.

For the members of a domestic

association of energy producers

and distributors, HELVIA has

crafted the business model and

strategic plan concerning the

establishment of a strategic

alliance and the strengthening of

cooperation among members.

After conducting a thorough

market survey, HELVIA recognised

the strategic vision and alliance

expectations of potential partners.

We built the business model of the

strategic alliance and the long-

term strategic plan accompanied

by the resource allocation plan,

corporate governance model,

implementation roadmap, risk

analysis and the contingency plan.

On behalf of a newly-established

board of directors of a public

infrastructure company that

recorded huge losses, excessive

debts and miss-appropriation of

public funds, HELVIA carried-out a

thorough forensic audit aimed at

identifying the corporate crimes

and civil offences perpetrated by

former directors and managers.

The findings of the forensic audit,

after reviewing and acceptance by

the company’s board of directors

and supervisory body, were sent to

the Investigative Authorities for

the consequent criminal and civil

procedures to be taken in relation

to the former directors, managers

and third parties involved.

HELVIA FiduciaireSuccess Stories of FIDUCIARY ADMINISTRATION

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HELVIA®

HELVIA PartnersWe support Italian Entrepreneurship and

Genius through Swiss Reliability and PrecisionDetail of Giudizio Universale (Michelangelo)

Cappella Sistina - Città del Vaticano (Rome)







HELVIA®

HELVIA PartnersRestructuring Services, Corporate

Renewal, Strategic Management

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HELVIA®

HELVIA Partners - Best Practices di BUSINESS MANAGEMENT

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HELVIA®

HELVIA Partnersthe MANAGEMENT CONSULTANT for achieving new heigths

in STRATEGIC and TACTICAL MANAGEMENT

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❖ Strategic Workshops with Management

❖ Business Check-up and Strategic Planning

❖ Corporate, Competitive and Global Strategies

❖ Creation of Economic Value - VBM

❖ Market Research and Competitors Intelligence

❖ Internationalization

❖ Sales & Marketing Strategies

❖ Customer Service Strategies

❖ Public Relations Troubleshooting

❖ Planning, Control and Financial Reporting

❖ Business Mentoring and Management Assistance

❖ Strategic Alliances and Networks Agreements

❖ Transnational & System Value Chains Design

❖ Search for Strategic and Financial Partners

❖ Search for Acquisition/Dismissal Targets

❖ Succession Planning

❖ Turnaround Management

❖ Rescue Management

❖ Blocking of Financial Bleeding (Crisis Management)

❖ Debt & Financial Restructuring

❖ Rightsizing, Downsizing and Cost Optimization

❖ Industrial Relations Management in Lay-Off phases

❖ Industrial Plans for Competitive Relaunch

❖ Change Management - Organisational Transformation

❖ New Public Management

❖ Organisational Climate Analysis & Wellness

❖ Management Appraisal and Performance Evaluation

❖ Assessment & Development Center

❖ Executive Coaching & Leadership Development

❖ Headhunting/Recruitment of Executives and Managers

❖ Individual or Collective Outplacements

❖ Interim Management







HELVIA®

GLOBAL STRATEGY INCREASES

EBITDA BY € 38 MILLION AND

CREATES THE GLOBAL INDUSTRY LEADER

TROUBLED SUB-HOLDING RECOVERS

CHF 13 MILLION IN PROFITABILITY

AND BECOMES A GLOBAL LEADING PLAYER

A Division of a listed italian multinational group,

following an intense acquisition campaign of

competitors, was having serious difficulties in

managing the tens of thousands of products

manufactured in 12 production units and in

coordinating the market effort of 18 sales offices

spanning the continents. Instead of producing the

planned synergies, the Division recorded substantial

losses both in market shares and profitability. After a

preliminary diagnosis, HELVIA presented a

Performance Breakthrough Plan which involved the

Division's worldwide management and all

manufacturing and sales units. Divisional resources

and competencies were assessed and remapped

across 24 global centres of excellence. Global

manufacturing centres, sales organizations,

distribution networks and commercial offerings were

concentrated and specialized. A few years later, the

Divisional new strategy has enabled to achieve the

conquest of the world market leading position with a

60% increase in turnover and the quadrupling of

EBITDA for a value of approx. € 38 million.

The sub-holding company of a listed swiss industrial

group was financially distresed, close to liquidation.

The corporate executive committee assigned HELVIA

to perform a prompt and effective turnaround

management both on industrial and commercial

activities. In the early 60 days, the Chief Restructuring

Officer (CRO) of HELVIA, implemented crisis

management measures to stop the cash flow

haemorrhage. On another side, HELVIA Advisor

protected assets from creditors’ enforcement actions,

restructured the debt and gathered stakeholder's

consensus on new industrial plan. The industrial plan

involved the reconfiguraton of productlines, a relevant

market repositioning, the streamlining of

manufacturing processes, a 30% reduction in operating

costs, the setting of a global sales and distribution

network to open markets. After 1,5 years the sub-

holding recovered profitability and achieved the

strategic shift it was hoping for. After 3 years, it

increased NIAT by CHF 13 million, becoming one of

the 2 global leading players in its industry segment,

with a dominant market position in Europe and Asia.

HELVIA PartnersSuccess Stories of STRATEGIC MANAGEMENT

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HELVIA®

INFRASTRUCTURE MANAGEMENT COMPANY

AT DEFAULT RISK IS RESTRUCTURED AND RECEIVES

IRREVOCABLE PURCHASE OFFERS

NEWLY-ACQUIRED COMPANY REDISCOVERS

A WAY OF INTEGRATION AND GROWTH

WITHIN THE NEW BELONGING GROUP

The major shareholder of an italian strategic infrastructure

close to bankruptcy, entrusted responsibility to HELVIA for

conducting the crisis management and business renewal of

the business. After analysing the state of crisis, HELVIA took

steps to curb the serious financial bleeding in progress,

restructure the heavy burdened accumulation of debt and

reopen a constructive dialogue with stakeholders. HELVIA

re-established relationships and renegotiated the contract

with the union parties, significantly reducing by 20% the

cost of labour. Inadequate management was removed and

the whole company reorganized. Expensive ongoing

agreements with business partners were renogotiated.

HELVIA cleaned up the financial statements from the

performed accounting malpractice and drawn-up and

presented to the bankruptcy judge, invoked by creditors, a

5-years industrial recovery plan. During its execution,

HELVIA thoroughly assisted the company’s management on

performing the crucial steps and searched and presented to

the client, some international partners strategically and

financially able to contribute to the business renewal plan.

A swiss technology company after the acquisition and

integration by an american group listed on Nasdaq, lost its

innovative spirit and competitive edge and felt into a lousy

economic performance. The change of ownership,

associated with the redesign of the company strategy, had

generated a widespread climate of mistrust and

demotivation throughout the organization. The american

corporate headquarter asked HELVIA to examine the case

and present a proposal for intervention. HELVIA, having

realised that the human capital of the swiss subsidiary had

not mentally elaborated the required change for the

future growth, it proposed a broadly participatory and non-

invasive business coaching. HELVIA proposal was positively

welcomed from the american headquarter as well as from

the swiss subsidiary’s management. HELVIA consultants,

through a series of ad-hoc strategic and tactical workshops,

worked intensively alongside the swiss employees helping

them to realign the subsidiary’s strategy and organization

to the corporate goals and standards and enhancing

motivational momentum and cohesion within the team.

HELVIA PartnersSuccess stories of STRATEGIC MANAGEMENT

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HELVIA®

30

Business pathologies

and how to treat them

Companies also get sick and need treatment.

Recognizing symptoms, finding out the causes of illness

andacting with timeliness and effectiveness is an essential

condition for avoid degeneration and metastasis.

Pathology is the branch of medicine thatstudies the causes and evolution ofdiseases. Companies, as social dynamic andopen bodies, are also exposed to 'diseases'.These diseases, if not quickly diagnosed andtreated, can fatally degenerate. For thisreason, in the exercise of our profession asconsultants, we responsibly feel thisinvestiture of business physicians.

Hippocrates in the company. LikeHippocrates, armed with a steady hand anda scalpel, we eradicate evil at its root! Likedoctors, we are used to dealing with patients(companies) who sometimes do not want toadmit their real state of health. For some, weeven have to 'chase' them to get them toundergo the necessary therapies. We havetherefore taken the freedom of promoting, asit is used in the medical field, a campaign toraise awareness and prevent risks. Here,then, is a brief overview of what a businessdisease means and how it manifests itself.

Business Pathology. It is the managementstatus in which there is a widespread andcompenetrating imbalance with respect tonormal structures, to jeopardise the survivalof the company. The imbalance can be of aneconomic, financial or net worth nature.Economic imbalance consists in the inabilityto adequately remunerate the factors ofproduction (capital, labour, etc.). The

financial imbalance is manifested in thequalitative and quantitative inconsistency ofthe financial sources, taking into account theburden of interest charges. The net worthimbalance, on the other hand, is due to the

inadequacy of the means of capital and of therelationship between sources and uses, inrelation to the specific business activity.Business pathologies can be congenital if theyrefer to the genetic structure of the company,viral if they are acquired as a result of thecompany's relations with the externalenvironment or degenerative if they developwithin the company during its existence.

Pathological symptoms. The perception ofcorporate instability can be revealed by a seriesof signs that go beyond the mere loss ofbalance sheet. By way of example, we citesome of them: the interruption of payments; thegrowth of debt exposure; the decrease inturnover and margins; the incidence ofstructural costs; the fall in technologicalinvestments and market supervision; the braindrain; the loss of know-how. Diversified origins,but interconnected and interdependent, in anosmotic relationship that can affect thecompany as a whole.

The stages of gravity. There are threepathological categories: minor crises; confirmedpathologies; irreversible pathologies. In minor

crises, the company begins to feel symptomsand tensions but still has the resources andenergy to effectively remedy them. In the caseof confirmed pathologies, the company suffersfrom heavy constraints and burdens to its work,which require rapid removal through energeticinterventions and radical therapies. In the caseof irreversible pathologies, on the other hand,the company is in a state of insolvency andmust therefore be initiated into composition orbankruptcy, in order to to protect the creditor

class.Classical pathologies. As a matter ofexample, we report the most frequentpathologies of enterprise. Undercapitalisationis typical of small and medium-sizedenterprises which are forced to make massiveuse of debt capital. Product obsolescence

affects companies whose products no longermeet market needs.

Obsolescence of production factors affectstechnical means and labour and results inlower production yields and higher productcosts. The imbalance of financial sources

results from the lack of correlation betweensources and uses and leads to rigid oroverexposed financial structures. Aninadequate cost-revenue ratio occurs when thelevel of revenue is below break even point andsometimes even below fixed costs. Theunsustainability of the corporate governance

model relates to social and institutional criseswithin and between corporate bodies.

Critical relations with third parties concern therelational and contractual tensions acquired asa result of mergers, demergers, acquisitions,alliances and agreements. As can be seen, thecase history of business pathologies isarticulated and complex and requires anaccurate process of diagnosis together withproven and effective intervention therapiescapable of stopping the financial haemorrhageand relaunching the process of creating theeconomic value of the company. As inMedicine, before relying on self-healing, a non-specialist or a snake charmer, we recommendconsulting a real specialist in this field.

d.z.







HELVIA®

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Old practices

and young captains

It's a season of generational changeover. Outgoing owners find it hard to give

way the helm of command and sometimes make fatal mistakes. Designated

successors are overwhelmed by an excessive burden of expectations which

often does not correspond to adequate leadership and managerial training.

A jumble of problems. There are severalcomplications that can be found in amisconceived succession, such as theincorrect recognition of the expectations andvalues of the entrepreneur and family, acomplex and troubled marriage or hereditarysituation, the age and state of health of theentrepreneur, an excessive conflict ofquarrelsome family members, the continuouspresence of the entrepreneur who nevergives up his grip, the incorrect managementof communication and conflict, the excessiveconcession of compromises of convenience.Last but not least, other thorny issues arepiled up, such as the morbid relationshipbetween 'family' and 'business', the absenceof separation between the ownershipstructure and the management system, themixture of personal and corporate assets, acorporate governance that exists only in themind of the entrepreneur.

The new strategic course. Key players inpast management may not be able to fit intothe new management course or may bereluctant to renew the entrepreneurialformula, organization and managementrules. On future leader's side, the designatedsuccessor may prove to be the wrong choiceor be poorly trained in terms of leadership,management skills, emotional and socialskills. Last but not least, errors of acontractual nature, excessive inheritance taxor insufficient old-age provision for theoutgoing owner would also prove to be fatal.

The easier and more effective is themanagement of a generational changeoverwithin a company, the more timely and accurateis its planning and execution. The generationalchangeover is not only challenging for theowner, but also for the designated successorand any further family member involved. It is adelicate transition that can represent a greatopportunity, but also a serious threat to theexistence of the business and to the harmony offamily relationships. Building and leading asuccessful business is different from planningand organizing its succession. It is therefore abrilliant idea for an entrepreneur not to choosehis or her own successor on his or her own, butto seek the assistance of a professional expertwho is specialized in succession and leadershipdevelopment.

Heritage and governance. Ownership andmanagement powers must be transferredthrough clear contractual rules, paying attentionto the financial sustainability, taxation and socialsecurity of the parties involved. On the otherhand, the designated successor is faced withthe age-old task of taking the helm of acompany, proving to be up to theresponsibilities that follow and without betrayingthe often pretty-high dynastic expectations. Onefactor that often proves to be the Achilles' heelof this type of operation is that successionwithout proper preparation of the successor isdoomed to failure. The consanguinity, thebehavioral model and the solid values of thefamily are unfortunately not enough!

A wealth of solutions. To manage this, manysolutions and tools can be applied, such as:family councils and agreements, succession

plans, shareholders' agreements, class share

differentiation, holding companies, foundations,family trusts, wills, inheritance and compensatoryagreements. Last but not least, a well-designedsuccession strategy & plan is no less essential aswell as the onboarding plan and leadership

development of the designated successor, thetransition plan to company management, thecreation of the future comfort area for theoutgoing owner in terms of organisation andcorporate governance.

Succession strategies. In case of an internaltransfer within the family, the emphasis is givenon the succession to the sons or relatives. Thefamily therefore remains the owner and managerof the business. Successions to external personsinvolve strategic or financial investors, withoutexcluding the sale to managers (managementbuyout, Mbo) or to a new management(management buy-in, Mbi). Other solutions mayinclude the initial public offering (IPO), the sale tocompetitors through a foundation or the openingof the shareholding to third parties or thevoluntary liquidation. A benevolent advice tooutgoing owners (often more in words than infacts): “Please help these blessed sons to believein themselves and to unleash their potential. Givethem room for manoeuvre and responsibility.After all, the sea cost and the mountains are sobeautiful in this part of the year. Your wife willcertainly agree!

d.z







HELVIA®

HELVIA PARTNERS SAVia Luigi Canonica 11

6900 – Lugano (Svizzera)

Tel: +41 91 630 97 57

Fax: +41 91 921 36 58

E-mail: [email protected]

Website: www.helviafid.ch

www.proinvesto.it

www.helviapartners.com

Location: Lugano Center, behind Ciani Park

Parking: Lugano Congress Palace (70 meters)

Conza Pavilion (250 meters)

Balestra Carpark (400 meters)

Distance: Milan (60 mins) – Milan Malpensa Airport (45 mins)

Thanks for your attention.

For more information:

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