Fairness opinions in Europe: the bright, the dark and the messy
Valuation Advisory, The Netherlands | December 2024
Boards of directors face the critical task of maximizing company value while aligning with investor expectations. This responsibility becomes especially pressing when assessing mergers, acquisitions (M&A), financial restructurings, or related party transactions. In such cases, boards often seek independent valuators to provide fairness opinions—expert assessments of the financial aspects of a transaction to help fulfill their fiduciary duties.
Fairness opinions offer boards greater confidence in determining whether a deal is financially fair, while also helping to address potential conflicts of interest. In Europe, these opinions have played a vital role in mergers and acquisitions. According to Capital IQ, between 2015 and August 2024, 244 fairness opinions were issued for majority stake acquisitions of EU companies, primarily comprising public-toprivate transactions. In total, the transactions represent a combined deal value of EUR 495bn. The average transaction value was EUR 2bn, with a median of EUR 400m. M&A activity peaked in 2021, fueled in part by heightened scrutiny of Special Purpose Acquisition Companies (SPACs). The top EU countries by transaction value include the UK, Germany, the Netherlands, Switzerland, Sweden, and France.
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