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Fairness opinion

A Fairness Opinion is a valuation of the financial terms of a transaction made by a specialized, external consulting firm. The purpose of the study is to determine whether the terms of the planned transaction do not deviate from market standards.

A Fairness Opinion is a new product on the Polish capital market. Essentially, this is an independent opinion of a specialized advisory, concerning the financial terms of a planned transaction or activity from the point of view of the seller or buyer.

What is fairness opinion?

A Fairness Opinion includes the study and analysis of the most important determinants of the transaction terms and conditions or of other capital processes. This service is widely used in evaluating the financial parameters of mergers and acquisitions, stock quotes, forced redemptions, leveraged buyouts, privatizations, and key asset sales.

A Fairness Opinion is prepared in the form of a report confirming the reliability of the financial conditions determined.

In developed capital markets, a Fairness Opinion is widely used in assessing the financial parameters of mergers and acquisitions, stock quotes, forced redemptions, leveraged buyouts, privatization, sales of key company assets or share buybacks.

Also in Poland, due to the dynamic development of the capital market, we note an increased interest of the management boards in opinions of independent advisors on the terms and conditions of a given transaction.

A Fairness Opinion includes the study and analysis of the most important determinants of the transaction terms and conditions or other capital processes. A Fairness Opinion is written in the form of a report confirming the reliability of the actual financial conditions.

 

WHEN AND FOR WHOM IS A FAIRNESS OPINION PREPARED?

It is recommended that the Management Board should commission an independent opinion, especially if there is an increased risk of the terms and conditions of the offer deviating from the market price. Such situations include:

transactions involving company affiliates,

attempts of hostile takeover,

disregarding the interest of minority shareholders,

submission of purchase bids by several entities,

submission of a purchase offer in circumstances unfavourable for the company,

for example, when unsatisfactory financial results are achieved.

Scope of CMT Advisory’s support in the area of fairness opinion

A Fairness Opinion is moreover an excellent tool for evaluating the viability of the planned project or transaction. The advisor’s role is to issue an unbiased opinion about whether the conditions or planned outcomes of the activities envisaged will result in tangible benefits.

A Fairness Opinion provides both the company shareholders and the other stakeholders with a reliable and objective opinion that renders the company’s investment decisions more precise and rational. At the same time, the Management Board receives an objective opinion of a specialized advisory company regarding the planned activities.

CMT Advisory specialists have experience in providing opinions which are unbiased from the point of view of both the seller and the buyer. The experience of CMT Advisory, gained during the implementation of many merger and acquisition projects, is an additional asset.

CMT Advisory offers Fairness Opinions in the following cases:

call for shares,

redemption of own shares (buy-back),

buying a company or selling a business,

merger,

intra-group mergers and restructuring,

redemption of minority owners.

One of the largest M&A teams in Poland

Piotr Stobiecki, Ph.D.
Piotr Stobiecki, Ph.D.

He oversees a team responsible for the implementation of M&A transaction processes, especially projects involving the sale of businesses and the acquisition of investors. He also provides support in the area of corporate governance.

Doctor of Economics, for many years an academic in the Department of Investment and Capital Markets at the Poznań University of Economics and Business. Co-founder and CEO of CMT Advisory. Member of supervisory boards in numerous capital companies.

Maciej Stradomski, Ph.D., Habilitated doctor, professor of UEP
Maciej Stradomski, Ph.D., Habilitated doctor, professor of UEP

He supervises and supports the team implementing projects related to company restructuring. He also specialises in corporate finance, corporate governance and M&A transactions, especially offering advice on acquisition strategies and obtaining financing.

With a post-doctoral degree in Finance, he is a lecturer and professor of the Poznań University of Economics and Business, where he heads the Department of Investment and Capital Markets. For years, he has been involved in banking, private equity and advisory industry. Co-founder and Board Member of CMT Advisory. He is a member of numerous supervisory boards of capital companies. Director of the Program Council of the Family Business Institute.

Dariusz Zawadka, Ph.D.
Dariusz Zawadka, Ph.D.

Responsible for the supervision and implementation of projects relating to mergers and acquisitions, e.g. providing advisory services to the selling and the buying parties. Specialist in ownership buy-outs, company valuations and financial modelling.

Doctor of Finance Sciences, for a long time assistant professor at the Department of Investment and Capital Markets of the Poznań University of Economics and Business. He has also studied at Harvard University and London School of Economics. Stockbroker eligible for offering investment advisory services. A former lecturer in the Stock Exchange School of the Warsaw Stock Exchange.

Paweł Łągwa
Paweł Łągwa

He implements M&A transaction processes, where he provides advice both to sellers and buyers. He specialises in finding investors, negotiations and corporate finance. His field of expertise includes projects related to company and asset valuations as well as shareholder buyouts.

He has been involved in the advisory sector since his studies at the Poznań University of Economics and Business. Currently, he is a Partner at CMT Advisory and a supervisory board member at Decomonkey Sp. z o.o. and STX Next Sp. z o.o.

Przemysław Grobelny, CFA, Ph.D.
Przemysław Grobelny, CFA, Ph.D.

He is responsible for corporate finance, cooperation with financial institutions and M&A transactions. He supports entrepreneurs in financial planning, establishing market values of key assets and implementing supervisory systems and recovery plans. His areas of activity also include preparing expert evidence for court and arbitration disputes and financial advisory in restructuring proceedings.

Active in the financial advisory sector for over a decade. A graduate of the Poznań University of Economics and Business (with specialisations in Investment and Real Estate Management and Capital Investment and Corporate Financial Strategies) and studied at Athens University of Economics and Business. Doctor of Finance since 2018 and holder of the prestigious international professional title of a Chartered Financial Analyst (CFA).

Maciej Zając
Maciej Zając

A CMT Advisory Partner supervising and implementing projects in the area of M&A transactions as an advisor to the selling or the buying party. He also provides economic consultancy advice and supports in restructuring and reorganisation of enterprises, e.g. composition and sanative proceedings.

He has been gaining competence in the consulting industry since his Master’s studies at the Poznań University of Economics and Business. In the meantime, he has completed doctoral studies in the Department of Investment and Capital Markets at this very university.

Marta Latoń (Pszczółkowska)
Marta Latoń (Pszczółkowska)

Responsible for the implementation of M&A transaction projects, including advice on investment and divestment processes on the private market (acquisition and sale of businesses). Her activities moreover include valuation of enterprises and intangible assets, e.g. trademark valuation, as well as valuation of debt instruments (bonds).

As of her student years linked with the advisory sector and CMT Advisory. A graduate of the Poznań University of Economics and Business, specialising in Capital Investments and Corporate Financial Strategies. At present she works on the final exam towards obtaining the prestigious CFA title (Chartered Financial Analyst).

Jakub Multański
Jakub Multański

He carries out corporate finance projects, where he performs valuations of companies and intangible assets and prepares economic opinions for commercial disputes. A member of the M&A transactions team.

He started working for CMT Advisory still as a student at the Poznań University of Economics and Business, from which he graduated with a specialisation in Capital Investments and Corporate Financial Strategies.

Karolina Kawka
Karolina Kawka

Offers support on financial modelling, budgeting and valuation of companies and their assets. She also carries out projects concerning M&A transactions, preparing opinions for commercial disputes, carrying out asset impairment tests, and corporate governance.

She has been involved in the consulting industry since her student days. A graduate of the Poznań University of Economics and Business with a specialisation in Capital Investments and Corporate Financial Strategies.

Mateusz Mikutowski, PhD
Mateusz Mikutowski, PhD

He supports entrepreneurs in M&A transaction processes on the buyer’s or seller’s side.

His activities include moreover valuation of intangible and legal assets, valuation of debt portfolios and creation of financial models.

He has been gaining experience in the consultancy industry since his student days. He gained his Ph.D. degree in the field of economics and finance at the Department of Investment and Financial Markets of Poznań University of Economics

Michał Malarski
Michał Malarski

Provides support in the areas of M&A transactions, valuation of companies and their assets, and restructuring consultancy. He worls on projects regarding sale and purchase transactions of enterprises, valuations and drafting specialist economic opinions. A member of the team responsible for restructuring processes.

He started working for CMT Advisory still as a student at the Poznań University of Economics and Business, from which he graduated, specialising in Capital Investments and Financial Strategies of Enterprises. Currently he is preparing for the third stage of the CFA (Chartered Financial Analyst) exam.

Konrad Marciniak
Konrad Marciniak

A member of the Corporate Finance team which supports entrepreneurs in projects concerning reorganisation of the business structure, enterprise restructuring and M&A processes, including preparation of business due diligence for entities planning acquisitions (investment profitability analysis).

He became involved in the consultancy sector as early as a student. A graduate of the Poznań University of Economics and Business, specialising in Banking and in Private Finance Management. Currently he is preparing for the CFA (Chartered Financial Analyst) professional exams.

Kacper Kostaniak
Kacper Kostaniak

An alumnus of the Poznań University of Business and Finance with a major in Capital Investment and Corporate Financial Strategies.

Currently preparing for another exam of the ACCA (Association of Chartered Certified Accountants) program. Experienced in financial modelling, restructuring plan preparation, market analysis, and transaction processes.

Gracjan Czajka
Gracjan Czajka

Carries out projects related to business valuations, financial modelling, M&A transactions, credit risk assessment of companies, and market analyses.

An alumnus of the Poznań University of Business and Finance with a major in ACCA Accounting and Financial Management.

Mateusz Piotrowski
Mateusz Piotrowski

He carries out projects in the field of valuations of companies and their assets as well as M&A and restructuring consultancy. Supports business sale and purchase transactions, implementation of valuations and preparation of expert economic reports. A member of the team responsible for clients in the loan and debt management industry.

Works at CMT Advisory since the completion of his studies at Poznań University of Business and Finance, where he majored in ACCA Accounting and Financial Management. He is currently a PhD student at the Doctoral School of Poznań University of Business and Finance, in the process of acquiring the ACCA (Association of Chartered Certified Accountants) qualification.

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CMT Advisory – professional valuations and economic opinions

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