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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).
Agnès Piniot,Partner and President of Ledouble, is also President of the APEI.

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)

  • Tender offer launched by Green Mobility Holding for the Europcar Mobility Group’s shares
  • Mandatory simplified tender offer launched by Fortune Legend Limited for the Baccarat’s shares
  • Buy-out tender offer followed by a squeeze-out launched by XPO Logistics UK Limited for the shares of XPO Logistics Europe
  • Simplified tender offer launched by BPCE for the shares of Natixis
  • Simplified tender offer launched by Argos for EPC Group’s shares
  • Buy-out tender offer launched by Sodify for the shares of Selectirente
  • Simplified take over bid followed by a squeeze-out launched by Sofiouest for outstanding shares of Spir Communication
  • Simplified take-over bid possibly followed by a squeeze-out launched by Eurazeo PME for securities issued by EasyVista
  • Buy-out tender offer followed by a squeeze-out launched by Calida Holding AG for all outstanding shares of its subsidiary Lafuma SA
  • Tender offer launched by Worldline for all Ingenico shares and outstanding convertible bonds

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

  • Independent appraisal in the context of the repurchase by L’Oréal of part of its own shares held by Nestlé
  • Independent expert services to the directors of Crédit Agricole S.A. regarding a plan to reclassify cooperative investment certificates and cooperative partners’ certificates (CCIs and CCAs) issued by regional entities and held by Crédit Agricole S.A
  • Independent appraisal to the directors of Global Graphics group regarding the head office transfer to the UK
  • Solvency opinion on behalf of the shareholders of a furniture group and a chemical industry 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

Valuation of hybrid financial instruments (convertible bonds, bonds redeemable in shares, shares with warrants attached, etc.) in the context of recapitalization transactions and the application of IFRS (IFRS 9 and IAS 32)

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

  • Brand valuation in the context of the implementation of brand licensing agreements
  • Valuation of intangible assets in the context of purchase price allocation
SUMMARY OF PUBLIC OFFERS 2021