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THE CONTEXT
Ensuring fairness in merger transactions
In the context of a merger or acquisition between companies, the law requires the appointment of a merger commissioner (or equity commissioner). Their role is to assess the fairness of the proposed exchange ratio between the entities involved.
He acts in the best interests of shareholders and stakeholders, ensuring the transparency, impartiality, and legal certainty of the transaction. His report is a key element in verifying that the merger complies with legal requirements. In the event of irregularities, he may express reservations or alert stakeholders to protect their rights.
OUR GOALS
Preventing risks and promoting transparency
Our mission is to ensure the transparency and integrity of merger transactions by guaranteeing a fair and equitable exchange ratio for all shareholders. It is based on an independent and impartial analysis that avoids any conflict of interest and leads to objective conclusions.
By strengthening the legal, financial, and tax aspects of the process, we help ensure the transaction’s security and foster a climate of trust among stakeholders, while reducing the risk of disputes or irregularities.
OUR STRENGTHS
« Our role in auditing : transforming regulatory constraints into genuine strategic levers. Beyond control, auditing is a common language that reassures shareholders, partners, and markets. »
THE PROCESS
Key Steps in the Merger Review Process
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1
Analysis of the Merger Proposal
Review of the legal, financial, and operational terms of the transaction, and analysis of the contributions, exchange terms, and financial impacts.
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2
Assessment of the companies involved
Application of recognized valuation methods (market comparables, DCF, transaction multiples...) to determine the economic value of each entity.
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3
Assessment of the exchange rate
Verification of consistency between the selected values and the proposed exchange terms.
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4
Preparation of the merger review report
A detailed report, provided to shareholders prior to the general meeting, outlining the work performed, the methods used, and the conclusions regarding the fairness of the valuation.
OUR SCOPE OF ACTION
Expertise tailored to each industry sector
NG offers SMEs and family-owned mid-sized companies tailored solutions specific to a wide range of sectors. The solutions offered are customized and perfectly meet the unique needs and challenges of each client.
