We acquire mature Swiss SMEs
Majority control buyouts, long-term ownership, disciplined capital architecture. Deal-by-deal, direct with business owners.
Three Steps and Their Prerequisites
An acquisition architecture engineered for operational continuity without business disruption.
Acquire
Direct bilateral dialogue with the business owner. 51% to 100% majority equity control at a disciplined entry multiple not exceeding 5.5× historical EBITDA.
Financing combining senior cantonal bank debt (max 2.0× EBITDA), subordinated seller note (20%), and cash equity co-invested by the sponsor alongside a restricted circle of qualified investors (minimum ticket of CHF 250,000 capital commitment).
Modernize
Recruitment of an experienced Swiss Managing Director (incentivized with 15% common equity) supported by an industrial Board Chair. 12 to 24-month structured handover with the retiring founder.
Administrative and operational modernization — ERP, financial reporting, pricing systems. Engineering, workshops, and client relationships remain intact.
Pacte Governance
Long-term holding and investor alignment are governed by the five binding rules of the Shareholders' Agreement (Pacte d'associés):
- 75% Supermajority Consent: Any sale of control requires approval from a 75% qualified majority of co-investors; the sponsor cannot force or unilaterally initiate an exit.
- Subordinated Promote: 0% promote before Year 3, 7.5% through Year 5, 15% thereafter, strictly subordinated to 100% return of capital + 8% cumulative preferred return.
- Pari Passu Equity Commitment: CHF 350,000 direct cash equity invested by the Sponsor, subordinated on capital return.
- Swiss GAAP FER & Quarterly Reporting: Annual audit by an accredited Swiss auditor plus quarterly unaudited management reporting.
- Deal-by-Deal Segregation: No blind-pool fund; each acquisition SPV is legally insulated.
What We Do Not Do
Strict contractual and operational boundaries to protect the industrial asset.
No Public Auctions
Your competitors never tour your workshop and your financial accounts never circulate in open markets. Discussions are strictly bilateral under Swiss law NDAs.
No Dismantling or Offshoring
We have neither the intention nor economic incentive to close sites or offshore production: our thesis rests on preserving technical know-how and workforce fidelity.
One structural exception is stated upfront: if the operating company owns real estate, a sale-and-leaseback may be arranged with a dedicated Swiss real estate fund under a 15-year firm commercial lease. Operations remain on-site while the company becomes a tenant.
Illustrative Cash Path
Illustrative cash path — subject to senior lender consent and debt service coverage tests.
The sponsor receives zero promote on any exit prior to Year 3. Any dividend distributions or recapitalizations remain strictly contingent upon cantonal bank covenant compliance and balance sheet health.
No Unenforceable Promises
We cannot bind a future Board of Directors for twenty years, and no buyer can do so credibly. We prefer to show you the actual legal clauses in the Shareholders' Agreement.
The Swiss SME Succession Landscape
Research by the Center for Family Business at the University of St. Gallen (CFB-HSG) in collaboration with UBS estimates that approximately 168,000 Swiss SMEs will transition ownership by 2030. Dun & Bradstreet identified approximately 101,427 companies actively seeking successors in 2024.
Retiring owners often face two unsatisfactory options: absorption by a foreign industrial buyer or a leveraged buyout by a short-term private equity fund with a 4–5 year forced exit horizon.
We offer a third way: an entrepreneurial holding model with subordinated founder alignment (a 5-year seller note) and long-term hold perspective.
Questions You Should Ask Us
We answer them here in writing. If any buyer evades these questions, it is a red flag. Including us.
We do not manage industrial operations from a finance office. For each transaction, we recruit an experienced Swiss Managing Director with at least 15 years of P&L responsibility (incentivized with 15% common equity) and an industrial Board Chair.
Neither is identified today. Their recruitment and binding contract are conditions precedent for capital drawdown from co-investors and mandatory for bank financing.
Financing combines three sources: senior cantonal bank debt (max 2.0× EBITDA), subordinated seller note (20%), and equity — including CHF 350,000 committed directly by the managing partner and the balance from a circle of at most 25 Swiss family offices and qualified investors (minimum ticket of CHF 250,000 capital commitment).
No capital is drawn or committed in advance. Capital is subscribed and called on a deal-by-deal basis once the target is identified, bank credit terms are approved, and due diligence is complete.
We have no fund life, no statutory exit mandate, and no clock.
Structurally, the managing partner cannot unilaterally decide a sale — it requires the formal consent of co-investors holding 75% of capital — and receives zero promote before Year 3, 7.5% between Year 3 and 5, and 15% thereafter.
The seller note typically represents 20% of enterprise value with a fixed interest rate (~3.5%) and bullet maturity at five years.
It is strictly subordinated to senior bank debt. Interest cash coupons are paid only if bank debt covenants allow; otherwise, interest capitalizes. In the event of severe underperformance, the seller note may be impaired or lost: it ranks after the bank and ahead of equity only.
Our investment thesis depends entirely on preserving workshop precision, engineering capabilities, and workforce stability. Interventions focus on administrative digitization, ERP systems, and management transition.
We have no interest in relocating production or closing facilities.
Yes. Upon signing a Letter of Intent and entering exclusive documentation, we organize direct introductions with our co-investors, banking partners, and legal counsel.
Strict Investment Criteria (Hard Tests)
Non-negotiable eligibility criteria aligned with our legal instruments and Swiss cantonal bank requirements.
| Geography | Switzerland — Registered headquarters and core industrial operations in Vaud, Romandie, Espace Mittelland, or German-speaking Switzerland. |
|---|---|
| Control | 51% to 100% — Majority equity control upon founder retirement or shareholder succession. |
| Entry Multiple | Max 5.5× EBITDA — Disciplined valuation multiple applied to verified historical average EBITDA. |
| Profitability Baseline | EBITDA ≥ CHF 1,500,000 — Structurally positive operational free cash flow and resilient gross margins. |
| Capital Stack | Max 2.0× senior debt (cantonal bank) + 20% seller note (subordinated 5-year bullet) + equity. |
| Eligible Sectors | MEM industries, precision mechanics, microtechnology, fluidics & valves, sensors, mechatronics, B2B technical services. Strict exclusions: no retail, no early-stage/venture, no turnaround. |
Who We Are
Master's in Economics and Law, HEC Lausanne. Former associate in the Corporate, Banking and Finance department of Elvinger Hoss Prussen and Torsten Schmit & Partners in Luxembourg, advising on fund financing, Private Equity transaction structuring, and M&A.
Personal Commitment: Direct cash equity investment of CHF 350,000 in the acquisition vehicle alongside co-investors, repaid subordinated to investor capital.
Initiate a Confidential Dialogue
A direct conversation without intermediaries, without obligation, and without documents to sign. If an opportunity does not match our criteria, we will let you know promptly.
Thibault Pierre Michel
Managing Partner · Arolle Participations
Email: contact@arolleparticipations.ch
Direct Phone: +41 79 933 44 90
Location: Vaud, Switzerland