Independent expert reports
An Independent Expert’s Report (IER) provides impartial and credible advice to investors and is commissioned by a company’s board for the purpose of an independent assessment of a transaction to assist shareholders in assessing whether or not to approve a transaction.
The opinion provided is typically whether the transaction contemplated is fair and reasonable to shareholders. For transaction undertaken pursuant to a scheme of arrangement (and in certain other circumstances) the expert is required to opine whether the transaction contemplated is in the best interests of shareholders.
An IER is often commissioned in accordance with the requirement of the Australian Securities Exchange (ASX) Listing Rules, the provisions within the Corporations Act or Regulatory Guides issued by the Australian Securities and Investment Commission (ASIC). In addition, company boards may voluntarily commission an IER to provide shareholders with an independent opinion regarding a potential transaction.
Typically an IER is structured such that it contains:
- A summary of the proposed transaction
- A description of the purpose and objectives of the report, including a discussion of the basis for providing an opinion
- An analysis of the businesses involved
- A description of the industries in which those businesses operate
- Detailed analysis of the proposed transaction, usually including a valuation of one or more entities
- An opinion as to whether the contemplated transaction is fair and reasonable or in the best interest of investors as a whole.
We have extensive experience in the preparation of IERs across a broad range of industries and transaction types including takeovers, mergers, schemes of arrangement and other corporate actions for some of the largest transaction in Australia.
|Independent expert reports: Are you prepared?
February 2013 l 16 pages