評價產業現況及評價實務分享

19 Dec 2012

Presented by Jerry Chu

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Stakeholders in Valuation Process…..

Compliance

Decision Making

Supervision

Government

Audit Program

Fair value accounting

PPA, Impairment

Accountants

Deal making

Fairness opinion

Strategic Value

Financial modelling

M&A

Decision making

Dissenting Shareholders

Advice on public perception

Minority Shareholders

Journalists

Employee

Investment Publics

Other parties Pricing

Accounting

Deal advice

Regulatory issues

Tax

Debt finance advice

Equity finance advice

Valuations

Shareholder intelligence

Liaising with institutional shareholders

Decision Making

Managements

Finance

Banks

Valuation Experts

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評價產業參與者

會計師事務所

專業鑑價公司

不動產公司 個人

承銷商 (證券商 )

投資銀行

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What is Valuation?

Broadly defined, valuation involves the appraisal of:

Businesses and business interests

Tangible assets

Intangible assets

Financial assets

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When are Valuations Required?

Acquisitions

Financial reporting

● Allocations of purchase price for financial reporting purposes (FAS 141)

Tax purposes

● Golden parachute payments (IRC 280g), allocations of purchase price for tax purposes (IRC 338)

Internal planning

● Deal pricing, fairness opinions, board advice

● Pre-deal allocation assessments (public and private)

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The valuation…..

Transaction Valuation

Accounting Valuation

Impairment

Purchase Price Allocation

Fair Value Reporting

Fairness Opinion

Tax Valuation

Strategic Valuation

Pricing Exercise

Asset Valuation

Tax Filing Tax Dispute

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Approaches to Value—A Primer

The fair value of the asset reflects the price at which comparable assets are purchased under similar circumstances

Requires that comparable transactions be available. Most commonly found when the acquired asset is widely marketed to third parties

The fair value of an asset is estimated as a function of the current cost to purchase or replace the asset

Based upon the principle of substitution, which states that a prudent investor would pay no more for an asset than the amount necessary to replace the asset

Apply to any assetApply to any asset

Predicated upon the value of the future cash flows that an asset will generate over its remaining useful life

Step one involves a projection of the cash flows that the asset is expected to generate.

Step two involves converting these cash flows into a present value equivalent through discounting.

Market approachIncome approach Cost approach

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評價人的未來

Valuation in Accounting

License Matters?

Career Path of a Valuation Expert

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Case Study

HTC & VIA Patent Valuation

ASE acquisition of USI

CDFHC acquisition of KGI

YAGEO Buyout and Delisting

三合一

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Questions?