Deal Announcement 12/15: Pharma & MedTech

The Deal

The PwC Corporate Finance and M&A team from Japan and Germany assisted Topcon as exclusive financial advisor in acquiring 50.1% of the shares in ifa systems AG, a company listed in the Entry Standard of Frankfurt Stock Exchange, Germany. The public tender offer, announced on 6 November 2015, was accepted beyond the targeted 50.1% as of 9 December 2015 by a broad majority of ifa systems AG’s shareholders. A PwC team advised Topcon throughout the process of the public tender offer. PwC also provided financial due diligence and tax due diligence services. Bankhaus Metzler was mandated as tender agent.

By acquiring more than half of the outstanding common shares of ifa systems AG, Topcon will be able to realize synergies by linking ifa’s Health IT solutions with Topcon’s Eye Care business.

Topcon

Topcon is a leading supplier of hardware in the field of Positioning and Eye Care. The company is listed on the Tokio Stock Exchange. Through its Positioning unit, Topcon is engaged in providing innovative solutions for the geospatial, construction, agricultural, and mapping industries using GPS, optical, scanning, and machine control technologies. The Eye Care unit provides ophthalmic instruments for examination, diagnosis, treatment as well as optometric instruments for refraction and eye-glass lens processing.

ifa systems AG

The company is a leading provider of Health IT solutions in the field of eye care. Its core product is the Electronic Medical Record (EMR), which is an information system regarding electronic patient files. The EMR is offered in eight languages and used in over 20 countries in ophthalmology practices and eye clinics around the world. Additional business segments of ifa are telemedical services, web-based quality registers and digital interfaces as well as middleware components. In 2015, the segment VNA (Vendor Neutral Archives) has been added to ifa’s product portfolio.

PwC

The global PwC network is a worldwide association of independent auditing and consulting companies which together employ more than 195,000 employees in 157 countries. Our global network comprises nearly 1,550 M&A professionals all over the world, realizing approx. 390 successful transactions per year. We specialize in a wide range of independent M&A services including advice on acquisitions and disposals, mergers, public takeovers, privatizations as well as structured financing.

The PwC Corporate Finance and M&A teams in Japan and Germany acted as exclusive financial advisor to Topcon and the PwC Transaction Services team as well as the PwC Tax team assisted in financial due diligence and tax services respectively.

The following PwC M&A, PwC Transaction Services and PwC Tax team members were involved: Naohisa Fukutani (Partner, Corporate Finance Japan), Atsushi Iwasaki (Senior Manager, Corporate Finance Japan), Alexander von Friesen (Partner, M&A Germany), Wilfried Böckmann (Senior Manager, M&A Germany), Johannes Bock (Consultant, M&A Germany), Andreas Koletzko (Partner, Transaction Services Germany), Nikolaus Thöns (Partner, Tax Germany), Andrew Papadakis (Partner, Tax USA)