Purchase, sale, merger and demerger
We assist with commercial review during a purchase, sale or merger/demerger. Key areas will include the identification and quantification of the industry's value drivers and forecasts. It will often be essential to assess and estimate potential synergies including any implications for value, bid or price.
Internal Group restructurings
The Norwegian Companies Act requires that the sale of assets or businesses within a group follow market conditions. We have extensive experience in preparing valuations for such purposes. This includes establishing formal statements required by the Companies Act (§ 3-8 and § 3-9). Tax rules often require the same, for example when performing cross-border transfers.
International regulations for consolidated financial statements (IFRS 3R) require that the purchase price should be allocated to identifiable assets and liabilities, both tangible and intangible, and any goodwill.
Accounting standards require further impairment testing of balances at so-called "triggering events". Some assets should also be tested at least once a year (IAS 36).
In situations where management or others may be suspected of being interested in pricing in relation to market price, good Corporate Governance suggests that an independent perception of price should be obtained. Often, a fairness opinion is obtained to give minority owners the assurance that there is no loss of value.
Our advisors have experience with assisting in different conflicts where there is disagreement about the value of a business. Examples include expropriation, probation, forced redemption, conflict with the interpretation of the company statutes and private lawsuits. In such scenarios we may act as an expert witness in court proceedings and have considerable experience in litigation, testimonials and preparation of expert reports.