Fairness Opinions for Proposed Transactions of Public Companies
Independent members of a Board of Directors of public companies seek Fairness Opinions from a qualified independent financial advisor in the following circumstances:
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Related Party Transactions – Cash or shares of the public company is being exchanged for assets that a privately owned by an insider.
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Going Private Transactions - An insider submits a bid to acquire the shares of a public company that the insider does not currently own.
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Take-Over/Merger Transactions - A public company receives a Take-Over/Merger Offer from another public company.
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Sale of Material Assets and Subsequent Windup & Delisting – The material assets of a public company are being sold with a plan to subsequently windup and delist the public company.
Independent members of a Board of Directors seek independent assurance that a proposed transaction is objectively reasonable, from a financial point of view, to a specific party that would be impacted by the proposed transaction. This need may arise from a fiduciary obligation and/or to further reinforce informed business judgment. Acting with informed business judgment is a central issue in defending litigation against board of directors exercising their fiduciary responsibilities.
A Fairness Opinion is a report by a qualified financial advisor that, from a financial point of view, the consideration or the financial terms between parties are fair from the perspective of a specific party. A Fairness Opinion is not assurance that the best price is being received for a proposed transaction. It is a conclusion that the consideration exchanged in the proposed transaction is within a range that the parties to the transaction would reasonably be expected to agree.
Quantum Advisory is qualified to render Fairness Opinions based on the following considerations:
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Our Independence – Certain fairness opinions are rendered by firms that lack independence. These firms may be receiving a fee that is contingent upon the completion of the proposed transaction or may have had a prior relationship in raising capital or providing services for which success or completion fees having been paid. Accordingly, there may be a perceived or real independence issues arising that would result in a conflict of interest for that firm to render a independent fairness opinion on a proposed transaction. The professional standards of the Canadian Institute of Chartered Business Valuators (“CICBV”) under which our firm abides prohibits us from rendering fairness opinions if we are not independent both in fact and in appearance. Accordingly, the board of directors and shareholders of a public company voting upon a proposed transaction can rest assured that our firm is independent in rendering its Fairness Opinions.
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Our Experience – Fairness opinions should only be rendered if the firm has the ability to undertake the work on a timely basis (typically under compressed timelines) and has the requisite experience. Our experience is available as follows:
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To access our firm’s Experience by Industry click here
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To access a Fairness Opinion that our firm provided to the Board of Directors of SpruceLand Properties Inc. (“SPI”) on January 22, 2016 for a material transaction that involved the sale of 24 real estate properties for aggregate proceeds of $106.9 million and its subsequent windup and delisting click here
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To access a Fairness Opinion that our firm provided to the Board of Directors of ESTec Systems Corp. (“EsSTec”) on November 4, 2016 for a going private transaction and subsequent delisting click here
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Our Reporting Standards – Our reports based on our CICBV standards require our firm to discuss the factors considered of importance in rendering our fairness opinion. Most fairness opinions of non-CICBV member firms do not adhere to such a high reporting standards which typically results in a 3-5 page fairness opinion that does not enable a decision maker to ascertain the basis nor rationale of why the firm considered the proposed transaction to be fair. Our fairness opinions reports for SPI and ESTec (approximately 10 pages) enabled the board of directors and shareholders voting upon the proposed transactions to ascertain the basis and rationale of why we considered the proposed transactions to be fair which were a contributing factor in the approval of these proposed transactions.
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Our Competitive Professional Fees – Our firm strives to render its fairness opinions at competitive fees without sacrificing on our stringent professional or reporting standards.
Claude Conan, CA, CPA, CBV, MBA (Founder and President of Quantum Advisory Inc.) can be reached by telephone at 780.669.9724 or email at claude.conan@quantumadvisory.ca.