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Fairness Opinions Services

Generally, directors and management should consider obtaining an opinion from an independent advisor whenever:

• There is a fiduciary responsibility to a significant or diverse class of minority shareholders that may question a particular transaction and its alternatives
• A business transaction or decision could be perceived as a “conflict of interest”
• A security is issued that could be perceived to unfairly benefit or impair one or another class of securities
• There are alternative transactions with different prices or structures
• A company’s prior poor performance raises questions about the timing and pricing of a particular transaction
• A transaction is hostile or unsolicited
• A transaction involves charitable assets
• A board or executive team wants to provide a high degree of transaction “diligence”
• There is question about the value of securities “exchanged” in a transaction (such as a stock-for-stock merger)
• There is a transaction between related entities
• Only one source (e.g., bid) for a transaction has been solicited, as well as in other circumstances

Transactions that reflect the above characteristics may include stock-for-stock mergers, statutory mergers, sales of significant corporate assets, spin-outs, recapitalizations (including PIPEs), nonprofit conversions, stock repurchase programs, “bridge” loans and financings, roll-ups of assets or equity interests, partnership dissolution, squeeze-out mergers, liquidations, exchange offers, insider transactions, ESOPs and other situations.

Our Solution

The critical steps to delivering a high-quality fairness opinion are the following:

• Conducting exhaustive due diligence on the companies and executives involved, the terms of and circumstances surrounding the transaction, and, if applicable, analysis of financial alternatives or the competitive landscape
• Performing detailed financial analysis
• Utilizing generally accepted valuation methodologies to test the reasonableness of the proposed transaction
• Preparing and presenting a defensible opinion or report

Centri’s professionals have provided fairness opinions involving stock-for-stock mergers, asset sales, public company acquisitions, going-private transactions, nonprofit conversions, issuance of dilutive securities, transactions involving  companies with common board members, and other situations.

If you are in need of our fairness opinion/business appraisal valuation services, please contact us using the form below.