Fairness opinions

Bring clarity to the financial fairness of your deal

Deals are an opportunity—for faster growth, stronger capabilities and dramatic transformation. But success isn’t guaranteed. Executives and board members need reliable, independent financial advice to make sure their decisions, especially in sensitive transactions like takeovers, sales, reorganizations and acquisitions, lead to enhanced performance, better returns and reduced risk.

One way to meet this need for diligence and avoid litigious situations is through fairness opinions. Fairness opinions are provided by financial advisers who assess the fairness of a proposed transaction from a financial point of view to all or a specified set of shareholders.

How can we help?

As an independent valuator, we’re a market leader in providing fairness opinions for both public and private companies. Our team brings a high degree of rigour and diligence in our analyses to help boards and special committees arrive at informed decisions. We’ve helped companies determine the fairness of many transactions, including the following.

Going-private transactions
Restructuring and recapitalization
Takeovers (friendly and hostile)

Going-private transactions

The terms of these high-risk transactions are likely to be heavily scrutinized by various stakeholders with diverse interests and rights. A fairness opinion can help the board (or a special committee of the board) determine whether a proposed transaction is fair to relevant stakeholders.

Restructuring and recapitalization

An independent financial adviser is often needed in situations where a company is undertaking a recapitalization or restructuring through a plan of arrangement under the Canada Business Corporations Act. A fairness opinion can help a board of directors understand the financial impacts of a proposed restructuring plan on the debt and equity holders or assist the board in determining whether to recommend a transaction. We can also help our clients throughout the restructuring process by identifying creative solutions and potential improvements in the plan as a result of our analyses of financial information.

Takeovers (friendly and hostile)

Few deals of any size in Canada are completed without a fairness opinion. We can provide the professional support boards need to effectively carry out their fiduciary duties to fully assess the merits, risks and value associated with a proposed transaction. Our fairness opinion may also be included in a circular to the shareholders to help you meet the new disclosure recommendations under Canadian Securities Administrators Staff Notice 61-302.