A marriage worth a hundred jobs (cross-border guide)

Context

The news was made official last Friday in Prato Sornico, in the Maggia Valley, where a marriage is being celebrated between four companies active in the construction industry that come together in a single family, forming a Holding, VDM Holding SA, an important giant that will officially become operational on January 1, 2027.

The new holding company, which represents an investment of more than 20 million Swiss francs, aims to create a single entity that can manage construction projects more efficiently and sustainably. According to estimates, VDM Holding AG will create a total of 100 direct and indirect jobs, helping to reduce the unemployment rate in the Maggia Valley, which is one of the highest in Switzerland.

The formation of the Holding is the result of a long negotiation process between the four companies involved: VDM S.p.A. of Bellinzona, MGG S.p.A. of Lugano, GGE S.p.A. of Biasca and EGG S.p.A. of Locarno. The four companies have chosen to merge to create a single entity that can compete with other companies in the construction sector in Switzerland.

VDM Holding SA will be operational from the first of January 2027 and will be based in Prato Sornico, in the Maggia Valley. The new holding company will be led by a board of directors composed of representatives of the four companies involved.

The formation of VDM Holding AG is in line with the development strategy of the construction industry in Switzerland, which aims to create larger and more competitive companies. According to estimates, the construction sector in Switzerland will be able to create more than 10,000 direct and indirect jobs by 2030.

…

Operational details

The company Vedova Trasporti SA based in Lavizzara and Demartini & Moretti SA in Brontallo have decided to acquire the company Mignami SA in Cevio and the company Campana SA in Riveo. "Fratelli Campana SA, which has been active for 90 years, was at risk of closure. About fifteen families would have been left without a salary, "admits Daniele Vedova, owner of Vedova SA. This operation was made possible thanks to the help of the Swiss National Bank (SNB) and the Foundation for the Promotion of Work in the Canton of Ticino (FPLT). The SNB granted a loan of 5 million Swiss francs in favour of the two acquiring companies, while the FPLT contributed a solidarity fund of 2.5 million francs. According to Daniele Vedova, the acquisition of the two companies was made necessary by the economic crisis that hit the region. "Fratelli Campana SA was in serious financial difficulties and was in danger of closing its doors. We have intervened to save the situation and ensure the survival of the families who depend on thiscompany. " Demartini&Moretti SA, for its part, has already begun to restructure the company Mignami SA. "We are working to improve the efficiency and productivity of the company, so that we can guarantee long-term survival," explains Roberto Demartini, owner of Demartini&Moretti SA. The acquisition of the two companies was also made possible thanks to the help of the cantonal authorities. The Council of State These include the creation of a solidarity fund, the enhancement of the region's natural resources and the promotion of the economic development of the Canton of Ticino. Demartini&Moretti SA and Vedova Trasporti SA have also established a series of objectives to promote the economic development of the Canton of Ticino. These include the creation of a solidarity fund, the enhancement of the region's natural resources and the promotion of the economic development of the Canton of Ticino.

Key points

The operation, described as a choice of responsibility towards the territory, was made possible thanks to the merger by incorporation between Demartini & C. and Moretti & C. This important step forward for the two companies has created a new entrepreneurial reality that presents itself as a reference point for Swiss industry. 📊

"It was not just a corporate operation – underlines Marzio Demartini, co-head of Demartini & Moretti -. But a choice of responsibility towards our territory. A fundamental point of the project lies in the fact that each company will continue its activity with its own name, its own tradition and its own values." > Marzio Demartini, co-head of Demartini & Moretti.

The project involves the creation of a new company that will combine the resources and skills of the two companies. The new company, Demartini & Moretti, will be a solid and competitive entrepreneurial reality, able to compete nationally and internationally. 💡

The merger by incorporation was made possible thanks to Swiss legislation which provides for the possibility of mergers by incorporation between corporations. The legislation in question was introduced by the Act of 24 April 2014, which amended the Swiss Civil Code (Art. 645bis CC). The law provides that the merger by incorporation can only be carried out with the approval of the shareholders' meetings of the companies involved.

The merger process by incorporation was accompanied by a series of operational steps. First of all, the two companies submitted the merger proposal by incorporation to the meetings of their respective shareholders. The shareholders' meetings approved the proposed merger by incorporation with the approval of over 90% of the shareholders present.

…