Ina Invest and Cham Group propose merger

Glattpark (Opfikon), 28 February 2025 – The merger talks and negotiations between Ina Invest AG and Cham Group AG have led to a positive outcome. The Boards of Directors of the two companies have signed a merger agreement and will propose its approval to their shareholders at their respective Annual General Meetings. Subject to the approval of the Annual General Meetings, existing Cham shareholders will receive 41.5 shares in Ina Invest for each share of Cham.

The merger would give rise to one of Switzerland’s leading listed real estate companies

The merger of Ina Invest AG and Cham Group AG would create one of Switzerland's leading real estate companies, with a high-quality and sustainable portfolio of first-class properties in Switzerland’s economically strongest metropolitan regions. The combined portfolio value is around CHF 1.6 billion, making the new company one of the top 10 listed real estate companies in Switzerland. The real estate portfolio will have an expected residential share of around 60% at completion. In addition, the new company will achieve a high equity ratio of around 57% and will be able to realise its attractive development portfolio presumably on its own power, without requiring capital increases.

Management structure of the new company

At the Annual General Meeting of Ina Invest AG, the following current members of the Board of Directors of Cham Group AG will be proposed for election to the Board of Directors of Ina Invest AG: Philipp Buhofer, Annelies Häcki Buhofer and Felix Thöni. After the merger, the Board of Directors of the merged Cham Swiss Properties AG will be composed as follows: Stefan Mächler (Chairman), Philipp Buhofer, Christoph Caviezel, Annelies Häcki Buhofer, Hans Ulrich Meister and Felix Thöni.

Thomas Aebischer as CEO and Daniel Grab as CFO will manage the new Cham Swiss Properties AG operationally together with the existing Cham Group management (Lukas Fehr, Roland Regli, William White). Marc Pointet, CEO of Ina Invest AG, will support the management team during the transition phase as Chief Integration Officer.

Merger by way of absorption

Assuming that the respective Annual General Meetings of Ina Invest AG and Cham Group AG approve the planned merger, the Board of Directors of Ina Invest AG will propose the creation of new shares by increasing the share capital by CHF 927,525.00 from CHF 496,843.62 to CHF 1,424,368.62 by issuing 30,917, 500 fully paid-in registered shares with a nominal value of CHF 0.03 each. The ordinary capital increase will be carried out under exclusion of the subscription rights of the existing shareholders of Ina Invest AG. The new Ina Invest shares will be used to exchange the existing shares of Cham Group AG. The exchange ratio is 41.5 shares of Ina Invest AG per existing share of Cham Group AG. Fractions arising from the exchange will be settled in cash. The financial appropriateness of the exchange ratio has been confirmed by a fairness opinion from IFBC AG, Zurich, which was prepared independently. The fairness opinion can be downloaded here. Zürcher Kantonalbank is supporting the transaction as sole lead manager.

In the course of the merger, the Board of Directors of Ina Invest AG is also proposing to change the company's name to Cham Swiss Properties AG.

The newly issued registered shares of Ina Invest AG will be listed on the SIX Swiss Exchange in accordance with the Standard for Real Estate Companies and are entitled to dividends for the first time for the financial year ending on 31 December 2025. Over-the-counter trading in Cham Group AG shares on the trading platforms of Bank Lienhardt & Partner and Berner Kantonalbank will be discontinued upon completion of the merger.

Indicative timetable

Merger documents for shareholders

The merger agreement, the merger report, the report of the joint merger auditor and the pro forma financial information, dated 25 February (Fairness Opinion) respectively 27 February 2025, as well as a shareholders’ brochure on the planned merger, will be available at the registered office of Ina Invest AG from 28 February 2025. The annual reports of the last three years of both companies are also available.

These documents are as of now also published on the Ina Invest website and can be downloaded from there.

Investor, analyst and media conference

Today, a combined investor, analyst and media conference will be held together with Cham Group AG, at which representatives of both companies will present the respective 2024 annual results, provide information on the planned merger and answer questions:
 

The conference can be followed as a livestream with audio and a presentation at ina-invest.com/webcast.

Financial calendar