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M&A contracts are complex contracts. This complexity does not only derive from the composition and content of the contract, but also from the formation of the contract itself, which requires a longer negotiation procedure, mainly due to the difficulty, or impossibility of determining the contractual elements (such as price and method of payment) instantly. Negotiations are lengthy, and, often, the definitive conclusion of the contract itself, when there is legal binding, may not be easy to identify. Questions arise, which will be analysed here: (i) When is the M&A contract “formed”? (ii) When can the parties be said to be…Read more

These operations have different treatments depending on the type of operation. Purchases and sales of tangible and intangible assets normally exclude liabilities, cash and receivables. In purchases and sales of shares, the buyer assumes all recorded and unrecorded credits and liabilities and there are usually guarantees for future liabilities. In merger operations, all parties assume all registered and unregistered credits and debits and, if there is a fair and equitable exchange of shares, there will be no taxation. These are some examples of operations where appraisers can help define values and which operations are most profitable….Read more

Companies operating in different countries incorporate different cultures and have the ability to find solutions with greater agility. The improvement of techniques and experiences in multiple markets turns into benefits for its customers, meeting international and local standards. Mynarski operates directly in 22 countries with partners on 5 continents. The richness of our cultural diversity and experiences contributes to the development of our customers and strengthens the markets. Invest in our solutions….Read more

Purchases and sales of companies based on multiples by EBITDA fluctuate over time and according to the type of buyer and seller. The averages of multiples by EBITDA in the last 12 months in the international market are: Private buyers/public sellers: 16.1x Public buyers/public sellers: 13.8x Private buyers/private sellers: 4.1x Public buyers/private sellers: 14.9x Source: Dealstats and Mynarski Research…Read more

These expressions are used in valuations, business operations and financial reports and are described here to assist in standardized use.   Goodwill correspond to the additional amount paid by a company above the sum of the values ​​of its identifiable tangible and intangible assets that can be sold separately. Usually the assets that cannot be sold separately are: reputation, know-how, synergies, future technologies, workforce and the advantage of the thing done.   Going Concern is a premise in the evaluations that considers the company in operation, at least, for the term that the financial projections were made. The projection period…Read more

Mergers and acquisitions follow a predetermined flow that can be summarized, as follows: 1- LoI (Letter of Intent) or MoU (Memorandum of Understanding) that delimits the initial negotiations, being able to define value; 2- NDA (Non Disclouse Agreement) that protects sensitive information and fixes fines; 3- Due Diligence (Auditing) that identifies risks and confirms data; 4- SPA (Share Purchase Agreement) or QPA (Quota Purchase Agreement) or SHA (Shareholder’s Agreement) that regulates the main aspects of the corporate relationship; 5- Closing: closing the deal with payment and transfer of shares. There may be a waiting time between signing and closing called…Read more

The control premium comes from the interest of the buyer, who understands that the company is not being properly managed and agrees to pay a premium on the acquisition of the company because he believes he will be able to manage better and generate more profits. This premium is paid for the controller to dispose of the shares / quotas. This means that there is no premium for minority shareholders, except when clauses guarantee certain rights for minority shareholders. The rule of 20% as a premium for control is not true, as this depends on how much the company can…Read more

Mynarski International Valuation the leading appraisal company in South America with over 2,000 clients with annual revenues in excess of US $ 300 million, covering 98% of all business sectors and has appraised companies that represent more than 30% of South America’s GDP. Latin America is characterized by developed and underdeveloped regions. The developed regions are fully integrated into the international market and their professionals are aware of and disseminate international standards of financial reporting (IFRS) and appraisals (IVSC). Valuation services are more integrated with the financial, accounting and tax areas of the companies, participating in tax planning, mergers and…Read more