Conzzeta Holding

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Conzzeta Holding

Giesshuebelstrasse 45
P.O. Box CH-8045
Zurich, Switzerland
Telephone: (41) 044 468 24 44
Fax: (41) 044 468 24 81
Web site: http://www.conzzeta.ch

Public Company
Incorporated: 1912 as Zuercher Ziegeleien
Employees: 3,280
Sales: CHF 1.15 billion ($944.3 million) (2005)
Stock Exchanges: Swiss
Ticker Symbol: CZH
NAIC: 212321 Construction Sand and Gravel Mining; 212324 Kaolin and Ball Clay Mining; 315999 Other Apparel Accessories and Other Apparel Manufacturing; 325510 Paint and Coating Manufacturing; 326150 Urethane and Other Foam Product (Except Polystyrene) Manufacturing; 327320 Ready-Mix Concrete Manufacturing; 327420 Gypsum and Gypsum Product Manufacturing; 333298 All Other Industrial Machinery Manufacturing; 333515 Cutting Tool and Machine Tool Accessory Manufacturing; 484110 General Freight Trucking, Local; 493110 General Warehousing and Storage Facilities; 531190 Lessors of Other Real Estate Property

Conzzeta Holding is a major Swiss holding company with a focus on five distinct areas. The company's largest business unit is Machinery and Systems Engineering, which operates in sheet metal and glass processing, through subsidiary Bystronics, and Automation Systems, through Seckler AG and Cox Automation Systems. These companies combine to generate nearly 62.5 percent of the group's sales of CHF 1.15 billion ($944 million) in 2005. Foam Materials, including cushions, pillows, mattresses, insulation materials, filters, soundproofing and other products, operates internationally through subsidiary FoamPartner, and adds 11 percent to group sales. The company's Sporting Goods division, responsible for nearly 13 percent of sales, is represented by the Mammut Sports group, a specialist in outdoor, mountaineering and winter sports equipment. Mammut's products include sleeping bags, ropes and climbing harnesses, clothing, backpacks, hardware and other equipment, as well as coating materials, such ski waxes and ski maintenance products, which add another 10 percent to group sales. Conzzeta's sporting goods and coatings products are marketed under the Mammut, Toko, Raichle and Ajungilak brands. Conzzeta also operates a real estate division. In 2005, the company sold of the last of its construction materials operations, which had been the group's original market. The group's diversification strategy, originally adopted in the early 1980s, has allowed the group to reduce its reliance on the Swiss market, which is expected to account for less than 20 percent of company sales by the end of 2006. Although Conzzeta is listed on the Swiss Stock Exchange, 73.5 percent of the company's shares, and more than 81 percent of voting rights, are held by the Schmidheiny, Spoerry and Auer families. The company is led by Jacob Schmidheiny and Heinrich M.Lanz.

DIVERSIFICATION PROGRAM LAUNCHED IN 1980

Conzetta Holding had its origins in the founding of Zuercher Ziegeleien in 1912. That company brought together five existing producers of bricks and building tiles, and later developed into one of Switzerland's leading producers and suppliers of construction materials. The company also became associated with the Schmidheiny family, which had founded the later Holcim cement giant in 1912 as well. Together with two other families, the Spoerrys (later associated with the Mettler-Toldeo group) and another prominent Swiss industrial family, the Auers, the Schmidheiny family remained in control of Zuercher Ziegeleien, and later Conzzeta Holdings, into the 21st century.

Zuercher Ziegeleien's strength in the building materials sector came to haunt the company amid the economic crisis of the late 1970s and early 1980s. Hit hard by the collapse of the construction sector, both in Switzerland and in the international market, Zuercher Ziegeleien decided to adopt a new strategy in 1980 calling for a steady diversification of the company's interests.

The company's first step came that same year, with the purchase of fellow Swiss company Fritz Nauer AG, a producer of foam materials. The Nauer company had been founded in 1937, initially as a sales agent for natural sponges. By 1943, the company had launched its own manufacturing operations, producing viscose sponges. In 1954, the company added to its range again with the launch of polyurethane foam production, developing into a market leader in that category.

Zuercher Ziegeleien found a new expansion target in 1982, with the purchase of Arova-Lenzburg AG. That acquisition took the company onto new ground, adding the production of mountaineering ropes and other equipment and sporting goods. Arova-Lenzburg had been founded in 1862 when Kaspar Tanner opened a workshop producing technical ropes for the local mountaineering market in Dintikon, a small village in the Aargau canton near Lenzburg. The company went on to expand its production to include a variety of equipment for the mountaineering and rock climbing markets, and by 1971 had purchased Walter Schwarzenbach and its yarn and harness weavery plant in St. Gallen.

Zuercher Ziegeleien added another direction in purchasing Schmid Rhyner AG and its production of architectural paints. Founded in 1973, that company grew into a major global producer of print finishing products and other architectural paints. In Zuercher Ziegeleien expanded this division with the acquisition of two more architectural paint producers, Roth & Cie. AG, and Siegfried Keller AG, which, founded in 1901, also added its specialty production of soundproofing paints.

Into the early 1990s, Zuercher Ziegeleien focused on strengthening its newly diversified operations. In 1990, for example, Fritz Nauer acquired Gusag Schaumstoffe AG, adding its production of latex foam and custions and construction packaging. Two years later, Fritz Nauer bought up rival Reisgies Schaumstoffe, founded in 1952 as a polyurethane foam producer. This purchase enabled Fritz Nauer to expand its operations to include production for the automotive industry. Also in 1992, Zuercher Ziegeleien added another operating division, ZZ Immobilien, which became the group's real estate arm. That subsidiary was later renamed as Plaza Immobilien.

COMPANY PERSPECTIVES

We invest in successful companies in the areas of Machinery and Systems Engineering as well as Industrial and Consumer Products. In the interests of our customers, employees and shareholders, we take holdings and develop the companies in our Group with a long-term perspective. We invest in companies in order to produce useful products and services, create attractive jobs and generate sound profits. We create a framework that enables our executives and employees to act self-reliantly and develop their full potential. We foster innovation on all levels to help our companies defend and develop their strong market positions. We act with consideration for people and nature, and respect the legal and social framework. We build trust, inside and outside the company, through fairness and reliability. We maintain our strong financial fundamentals so that we can withstand difficult periods with equanimity. That is why we finance our business from our own resources.

The following year, the company expanded its sporting goods division through the purchase of Toko AG, a producer of ski wax and ski care products founded in 1916 as Tobler & Co. Originally focused on shoe-shine and leather care products, Tobler had opened a factory in Altstätten, Switzerland, in 1926; by 1934, the company had changed its name to Toko. In the years following World War II, Toko emerged as an important name in ski waxes, and expanded again with a new factory constructed in the early 1970s. By 1982, the company had come under the control of the Schmidheiny family, before being transferred to Zuercher Ziegeleien.

DIVERSIFIED HOLDING COMPANY FOR THE NEW CENTURY

In recognition of the company's transformation, Zuercher Ziegeleien changed its structure to that of a holding company in 1992. Although the company remained active in building materials production through the decade, it had also begun seeking a new core operation. In 1994, the company acquired the Bystronic Group, establishing a presence in the machinery and systems engineering market. Bystronic added two major components to the group—sheet metal processing system and glass processing systems—and soon became Zuercher Ziegeleien's largest operation.

The acquisition of Bystronic enabled Zuercher Ziegeleien's exit from the building materials market. The company launched that process in 1996, with the sale of its brick and concrete products businesses in western Switzerland. The company's change in direction was motivated by the increasing consolidation of the European building materials market. Unable to keep pace, the company at last decided that it had become too small to compete in a market that had shifted from a local and regional focus to one of true international scope. By 1999, the company had sold off its tile production, additional brick products operations, and its production of insulating materials and chimneys, to Austria's Koramic/Weinberger Group.

Following that disposal, the company changed its name, initially to ZZ Holding, before settling on Conzzeta Holding; the two Zs in the company's name maintained its link with its past. The newly streamlined holding company was freed to develop its new core operations. These included Hämmerle AG, a producer of industrial machinery, acquired in 1997. The company next boosted its machine systems business with the purchase of Robert Seckler AG, a specialist in the development of handling systems. Founded in 1975, Seckler had started out as an engineering consultant and sales agent in Biel, Switzerland, before moving into production in the early 1980s. The company's first large scale order came in 1983, when it received a contract to supply automated production systems for fuel injection needles for the automotive industry. Seckler developed automation and robotic systems as a specialty, and created the core for Conzzeta's Automation business unit, formed in 2005.

Conzzeta continued streamlining its operations through the first half of the 2000s. The company sold most of its transport operations, Transall AG, to Camion Transport AG in 2000. In 2002, the company sold off more of its building materials operations, disposing of Hard AG and its stake in Marmoran AG. The company focused instead on building up its core divisions, buying up AFM Fabtek and the Beyeler Group in 2002, both engineering companies. In 2003, the company added two more businesses to its machine systems unit, acquiring Armatec Vierhaus, a manufacturer of machinery, and Pullmax Scandinavia AB, a manufacturer of packaging systems.

Conzzeta meanwhile had also been building up its sporting goods division, buying up Climb High, a U.S.-based distributor of European climbing products. That purchase was expected to help raise the sporting goods group Mammut's profile in the United States and Canada, where it was known primarily for its ropes. In the same year, Conzzeta spun off Arova-Mammut's AG industrial activities into a separate company, transforming Mammut AG into a consumer-products company.

Conzzeta added to this category again in 2003 with the purchase of the Raichle footwear brand. That company, founded in 1909, developed its first hiking boot in 1924, and introduced the first plastic ski boot, known as the Fibre Jet, in 1968. Raichle subsequently repositioned itself in the early 2000s as an "outdoor footwear" specialist.

KEY DATES

1912:: Zuercher Ziegeleien is founded to produce bricks and building tiles.
1980:: The company develops a diversification strategy to reduce reliance on cyclical market trends.
1992:: Zuercher Ziegeleien restructures as a holding company.
1994:: The company enters machinery and systems engineering, which becomes its largest division.
1996:: The company begins selling off construction and building materials operations.
1999:: The company changes its name to ZZ Holding and then to Conzzeta Holding; the Foam-Partner group is created.
2005:: Partner enters China through a joint venture.

During the late 1990s and into the 2000s, Conzzeta's foam production business had also been growing. After the 1998 acquisition of Neutrex AG, which brought the company into the production of natural latex products, the company restructured its foam business into five key business units in 1999. These were then placed under a single brand name, FoamPartner, in 2000. By 2003, that operation grew again, with Fritz Nauer's acquisition of Büttikofer AG.

In 2005, Conzzeta created a new business unit, Automation Systems, to group its Seckler subsidiary and its latest acquisition, Cox Automation Systems, which was located in Illinois. The company also entered China in 2005, forming a venture between FoamPartner and Otto Bock Foam Systems to set up a production plant in Tianjin. In that year, also, Bystronics, which had grown into the group's largest single business, extended its sales network through the purchases of Pullmax Ltd. UK and Pullmax Scandinavia AB.

By mid-decade, Conzzeta's diversification strategy appeared well on its way, as the group's sales topped CHF 1 billion. In 2006, the company completed its exit from building materials, selling off its architectural paints operations, as well as its Prebeton subsidiary, which producted prefabricated concrete components. With its new orientation, Conzzeta looked forward to celebrating its 100th anniverary in 2012.

PRINCIPAL SUBSIDIARIES

Bystronic Laser AG; Bystronic Maschinen AG; Cox Automation Systems, Inc. (USA); FoamPartner Fritz Nauer AG; Mammut Sports Group AG; Plazza Immobilien; Schmid Rhyner AG; Seckler AG.

PRINCIPAL DIVISIONS

Machinery and Systems Engineering; Automation Systems; Foam Materials; Sporting Goods; Real Estate.

PRINCIPAL COMPETITORS

Diethelm Keller Holding Ltd; Georg Fischer AG; Bon appetit Group AG; Valora Holding AG; Galenica Ltd; SGS Societe Generale de Surveillance Holding S.A; SaurerGroup; SYNTHES Inc; Alea Europe Ltd;