1. Contractual Object and Scope
CAPVIA Corporate Finance GmbH, Alpenstrasse 11, 6300 Zug, Switzerland (“CAPVIA”), provides corporate finance advisory and deal origination services to investors (“Investor”) in connection with potential equity investments, acquisitions or similar transactions involving privately held companies (“Targets”).
CAPVIA acts exclusively as an independent corporate finance advisor and introducer. CAPVIA does not act as a broker, agent, trustee or fiduciary for the Investor.
Under these terms, CAPVIA may provide the Investor with information on potential Targets who are looking for investors for shares in their company.
The anonymised presentation may include, inter alia:
• brief description of business activities
• geographic region
• industry
• number of employees
• revenue
• earnings / EBITDA
The Investor may accept or reject each Target. Upon acceptance, CAPVIA may introduce the Investor to the relevant contact person of the Target and facilitate initial discussions regarding a potential transaction.
CAPVIA conducts a telephone-based pre-qualification prior to sharing anonymised information. CAPVIA does not assume any obligation as to the number, availability or suitability of Targets and does not guarantee the conclusion of any transaction.
2. Fees and Payment Modalities
2.1 Success Fee
CAPVIA shall be entitled to a success fee for any transaction between the Investor (or any affiliated entity) and a Target introduced by CAPVIA that is concluded within twenty-four (24) months from the date of initial introduction.
The success fee shall be calculated on the total Enterprise Value of the transaction on a tiered basis as follows (each percentage applies only to the respective tranche):
• up to EUR 20,000,000 Enterprise Value: 2.5%
• above EUR 20,000,000 up to EUR 50,000,000 Enterprise Value: 2.0%
• above EUR 50,000,000 Enterprise Value: 1.0%
“Enterprise Value” includes the total combined value of all cash, securities, assets, earn-outs, deferred payments, or other forms of consideration exchanged, directly or indirectly, between the Investor (or its affiliates) and the Target (or its owners).
Example: For a transaction with an Enterprise Value of EUR 60 million, the Success Fee would be 2.5% on the first EUR 20m, 2.0% on the next EUR 30m, and 1.0% on the remaining EUR 10m.
2.2 Payment Terms
All fees are stated net, exclusive of VAT or similar taxes. Invoices are payable within seven (7) calendar days of receipt.
The success fee becomes due upon the legally binding signing of a transaction agreement (e.g. SPA), irrespective of whether CAPVIA was involved in the final negotiations.
The Investor shall promptly inform CAPVIA of all material transaction milestones and provide a copy of the relevant transaction agreement within seven (7) calendar days following signing or closing.
3. Disclosure of Prior Contact
If the Investor has been in documented direct mutual contact with a Target within the twelve (12) months preceding CAPVIA’s introduction, the Investor must notify CAPVIA in writing immediately upon receipt of the Target’s identity.
The Investor must provide clear written evidence of such prior mutual contact within seven (7) calendar days. Mutual contact requires documented two-way communication relating to a potential transaction.
If valid proof is provided within the specified period, no success fee shall be due for such Target. Failing timely proof, the success fee shall be deemed fully payable.
If no disclosure is made and a transaction is concluded with a Target introduced by CAPVIA within twenty-four (24) months - directly or indirectly, including via affiliates or third parties - CAPVIA shall be entitled to the full success fee.
4. Term and Termination
These Terms enter into force upon their provision to the Investor and remain effective until terminated by either party with thirty (30) days’ written notice.
Termination shall not affect CAPVIA’s entitlement to success fees for Targets introduced prior to termination.
5. Confidentiality and Non-Circumvention
All information provided by CAPVIA, including the identity of Targets, financial data, transaction intentions and strategic considerations, shall be treated as strictly confidential.
The Investor shall:
• use such information solely for evaluating and pursuing a potential transaction
• not disclose it to any third party without CAPVIA’s prior written consent
• implement appropriate measures to prevent unauthorised access or use
The Investor shall not directly or indirectly circumvent or attempt to circumvent CAPVIA in order to avoid payment of fees. Any transaction with a Target introduced by CAPVIA shall be deemed subject to these Terms.
Information may not be used for market research, competitive analysis or the benefit of other portfolio companies without CAPVIA’s prior written consent.
Confidentiality and non-circumvention obligations shall survive indefinitely, irrespective of whether a transaction is consummated.
6. Final Provisions
These Terms shall be governed by and construed in accordance with Swiss law, excluding conflict-of-law rules and international conventions.
The exclusive place of jurisdiction shall be Zug, Switzerland. CAPVIA may also bring proceedings at the Investor’s general place of jurisdiction.
These Terms constitute the entire agreement between the parties with respect to the subject matter herein. Amendments require written form.
If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be replaced by a valid provision that most closely reflects the economic intent.
