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Fairness opinion and valuation

Fairness opinion

The services of an independent expert are required when the interests of minority shareholders are at stake due to a purchase, a transaction agreement between companies or a divestiture.
In this context, we issue fairness opinions for:

  • public offers (take-over bids, public exchange offers and squeeze-outs) approved by the General Regulations of the AMF (Article 261-1 I and II),
  • private transactions.

We also act as experts to decide on the appropriate method of valuation for debt instruments acquired by mutual funds, under article R3332-27 of the French Labour Code.
We are members of the Association Professionnelle des Experts Indépendants (APEI) and members of the Société Française des Évaluateurs (SFEV).

Our expertise enables us to assist our clients in a wide variety of contexts across all business sectors.

Our technical skills

  • Fairness opinion for public offers approved by the General Regulations of the AMF (listed companies)

 

  • Independent experts for share buyback programmes by unlisted companies (article L225-209-2 of the French Code of Commerce)

 

  • Consultancy services to independent members of the board of directors (transactions involving significant assets, internal reorganisations, head office transfers, etc.)

 

  • Consultancy services for transactions (divestitures and asset transfers), tax (wealth tax, fair value computation for the needs of exchange ratios) and accounting (stress tests, asset depreciation)

 

  • Valuation of intangible assets (brands, patents, know-how, etc.)

 

  • Valuation of profit-sharing instruments (preference shares, free shares, BSPCE (business creators’ share options), etc.) as part of management packages and hybrid financial instruments (convertible bonds, bonds redeemable for shares, shares with warrants attached, etc.)

 

  • Determination of the method of valuation of debt instruments acquired by company investment funds (article R3332-27 of the French Labour Code)

Our recent assignments

Fairness opinion Public offer approved by the General Regulations of the AMF (art. 261-1)

Fairness opinion for public offers:

  • Connected with related agreements: take-over bid for the shares and refundable share warrants of Cegid Group by Claudius France
  • Simplified mixed public tender offer intiated by Gecina on Eurosic shares and subordinated bonds redeemable into shares
  • Relating to shares and hybrid financial instruments: take-over bid launched for the shares and convertible bonds of Maurel & Prom by PT Pertamina
  • Public buyback offer on Assystem shares
  • Leading to delisting: squeeze-out launched by Safran on Technofan shares
  • Cross-border: simplified take-over bid followed by a squeeze-out launched by XPO Logistics for the shares of Norbert Dentressangle

Reserved capital increase approved by the General Regulations of the AMF (art. 261-2)

  • Fairness opinion in the context of an increase in the capital reserved for certain creditors of Latécoère Group
  • Fairness opinion in the context of an increase in the capital reserved for certain shareholders of Eurodisney Group

Fairness opinion provided to company directors in the context of key projects

  • Internal reorganisation: independent expert services to the directors of Crédit Agricole S.A. regarding a plan to simplify Crédit Agricole Group by reclassifying cooperative investment certificates and cooperative partners’ certificates (CCIs and CCAs) issued by regional entities and held by Crédit Agricole S.A.
  • Transfer of head office: consultancy services to the directors of Global Graphics Group regarding the head office transfer to the UK
  • Solvency opinion: consultancy services to the directors of a luxury goods group
Most recent public offers

Financial valuation

Our teams work with decision-makers at both large groups and small and medium-sized entities when they need advice on company valuations, intangible asset appraisals and financial instruments.

We use our proprietary options product valuation tool to help our clients to evaluate management packages and complex financial instruments.
We apply a specific approach to valuing shares bearing specific rights such as multiple voting rights, cumulative preferred dividend rights and stripped shares.

Recent assignments

Valuation of management packages

Appraisal of profit-sharing instruments (preference shares, free shares, BSPCEs (business creators’ share options), etc.) for the creation of management packages

Valuation of hybrid financial instruments

Appraisal of hybrid financial instruments (convertible bonds, equity notes, shares with warrants attached, etc.) as part of refinancing operations

Valuation of intangible assets (brands, patents and know-how)

  • Brand valuation for a services group introducing brand licensing contracts
  • Valuation of the intangible elements of an industrial group in the context of purchase price allocation
SUMMARY OF PUBLIC OFFERS 2020