Analysis of the transaction
Understanding the transaction and identifying the contributions in kind or the companies involved.
Contribution and Merger Auditor
Independent assessment of the value of contributions and the fairness of transactions. Engagement carried out in accordance with the professional standards of the Compagnie Nationale des Commissaires aux Comptes. Type of engagement: contribution auditor, merger auditor, conversion auditor, and special benefits auditor.
When is a contribution or merger auditor necessary?
The engagement involves assessing the value of contributions and the fairness of transactions within a regulated framework.
It is required for company formations, capital increases, or merger and restructuring transactions.
A special benefits auditor is required when a company provides for special benefits, either at incorporation or during its existence, for the benefit of specific individuals, in order to assess their nature and justification. It is required, for example, in the case of the issuance of preference shares.
METHODOLOGY
The engagement is carried out in accordance with the professional standards of the Compagnie Nationale des Commissaires aux Comptes.
Independent valuation
Verification of the correct valuation of each individual contribution, checking that its actual value is at least equal to the proposed value.
Additional verifications
Analysis of the risks associated with the contributed assets and verification of the relative values of the companies as well as the exchange ratio.
Engagement report
Formalisation of the due diligence performed and conclusions in a report compliant with applicable requirements.
They assess the value of the assets contributed to a company and verify that their value is not overstated.
They assess the merger transaction by verifying the valuation criteria used and the fairness of the exchange ratio.
For company formations or capital increases involving contributions in kind, as well as for merger, demerger, or partial asset contribution transactions.
The report presents the due diligence performed, the verifications carried out, and the conclusions on the value of the contributions or the exchange ratio.
WHAT WE OFFER
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Independent expertise
An independent analysis to assess the value of the contributions and the consistency of the financial balances.
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Reliability of the values used
Verification of the consistency and reality of the contributions and financial balances.
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Protection of stakeholders
An analysis that helps protect shareholders and ensure the fairness of the transaction.
