BVR/FactSet Control Premium Study updated for 3Q
Buyers continue to pay more for control in the EU and UK than in most of the other major markets.
By popular demand, Mergerstat Review analysis feature returns
Based on feedback from users, a supplement to the 2019 Mergerstat Review has been created that contains analysis originally featured in all editions prior to 2018.
Acquisition Premiums Amid Added Complexity in Market Transactions
In a fair value setting, while the acquisition premium (known also as a control premium) has been identified as a significant variable, its application and value measurement remain less well understood than the traditional components of acquisition finance.
What is control worth? New update from BVR/FactSet
The median price paid for the benefit of acquiring a controlling interest dropped slightly, to 26.5%, during the second quarter, according to the FactSet/BVR Control Premium Study.
Control Premiums and Deal Flow Analyzed in 2019 Mergerstat Review
This is an M&A year in review, highlighting the trends in multiples and sector analysis through the 12,008 transactions of 2018, the sixth most acquisitive year in history. Includes a discussion of the most notable transaction, a twist on a notable cancellation, analysis on the industrial services sector, and the trend in premiums.
Office of Chief Counsel Internal Revenue Service Memorandum
IRS private letter ruling says that, under facts, gift tax valuation must consider merger that was being negotiated at the time the donor transferred company stock into a trust where the merger was only announced after the stock transfer and the announcement prompted an increase in stock value.
IRS Private Letter Ruling on Whether to Consider Pending Merger in Gift Tax Valuation
IRS private letter ruling says that, under facts, gift tax valuation must consider merger that was being negotiated at the time the donor transferred company stock into a trust where the merger was only announced after the stock transfer and the announcement prompted an increase in stock value.
Court of Chancery favors unaffected market price over other fair value indicators (Part 2)
When the Delaware Court of Chancery recently decided to rely on the unaffected market price for fair value, in a major statutory appraisal case, it provided an in-depth critique of the experts’ traditional valuation analyses, which valuators want to be familiar with.
Court of Chancery favors unaffected market price over other fair value indicators (Part 1)
In a freshly minted ruling, the Delaware Court of Chancery said the unaffected market price was the most reliable indicator of fair value in a big statutory fair value case.
Acquisitions of private firms up 12% in 2018
The number of announced acquisitions of privately owned companies increased from 7,793 in 2017 to 8,761 in 2018 (a 12% increase), reveals the soon-to-be-released 2019 Mergerstat Review.
Major Changes Enhance the 2018 Edition of Mergerstat Review of M&A Activity
The recently released 2018 edition of Mergerstat Review has a number of important changes, including updates to historical data, new tables that show premiums paid over the targets’ enterprise values, and more.
Tennessee embraces ‘modern’ valuation methods in fair value determination
In a key valuation decision, the Tennessee Supreme Court recently overruled precedent on how to determine fair value in a dissenting shareholder suit.
In re Appraisal Solera Holdings, Inc.
In an appraisal proceeding, the Chancery finds the deal price minus synergies provides the best evidence of fair value; court says there was an efficient market and the sales process, though not perfect, was able to deliver the value generated in an arm’s-length transaction.
Delaware Chancery Says Reasonably Sound Sales Process Delivered Fair Value
In an appraisal proceeding, the Chancery finds the deal price minus synergies provides the best evidence of fair value; court says there was an efficient market and the sales process, though not perfect, was able to deliver the value generated in an arm’s-length transaction.
Blueblade Capital Opportunities LLC v. Norcraft Cos.
Chancery rejects deal price as indicator of fair value, citing problematic sales process, and rejects use of unaffected trading price, citing company’s lack of trading history; court instead relies on its own DCF analysis, drawing on the most credible aspects of each expert’s analysis.
Flawed Sales Process Has Chancery Revert to DCF to Determine Fair Value
Chancery rejects deal price as indicator of fair value, citing problematic sales process, and rejects use of unaffected trading price, citing company’s lack of trading history; court instead relies on its own DCF analysis, drawing on the most credible aspects of each expert’s analysis.
Athlon Sports Communications, Inc. v. Duggan (II)
Court overrules precedent requiring exclusive use of Delaware block method to determine fair value in dissenting shareholder cases; trial courts may use other, more “modern” methods, including forward-looking DCF analysis, state high court says and remands for reevaluation of earlier ruling.
Delaware Block Method No Longer Mandatory in Tennessee Fair Value Proceedings
Court overrules precedent requiring exclusive use of Delaware block method to determine fair value in dissenting shareholder cases; trial courts may use other, more “modern” methods, including forward-looking DCF analysis, state high court says and remands for reevaluation of earlier ruling.
BVU News and Trends June 2018
A monthly roundup of key developments of interest to business valuation experts.
New edition of book on valuation for M&A
Now in its 3rd edition, Valuation for M&A: Building and Measuring Private Company Value lays out the steps for measuring and managing value creation in non-publicly traded entities.
New Mergerstat edition includes premiums over EV
Users of the 2018 Mergerstat Review will be happy to see that four new tables focus on premiums paid over the targets’ enterprise values.
CPA firm merger activity
The 100 leading CPA firms reported 120 mergers during 2017, according to the “2018 Top 100 Firms” from AccountingToday.
In re AOL Inc.
In statutory appraisal, court finds sales process was not “Dell compliant” and declines to assign any weight to deal price; court agrees with parties’ experts that DCF best captures fair value on valuation date and arrives at final value below deal price.
Chancery Relies on DCF Where Deal Process Is Not ‘Dell Compliant’
In statutory appraisal, court finds sales process was not “Dell compliant” and declines to assign any weight to deal price; court agrees with parties’ experts that DCF best captures fair value on valuation date and arrives at final value below deal price.
Dell, Inc. v. Magnetar Global Event Driven Master Fund Ltd. (II)
High Court rejects Chancery’s decision to disregard deal price entirely in favor of court’s DCF analysis; record belies Chancery’s finding that deal price undervalued company stock, High Court says, urging adoption of deal price as fair value on remand.