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Mergers & Acquisitions

SFC warns on proper valuation of assets in M&As

Company directors and financial advisers who failed to value assets properly and protect shareholders’ interests could be punished

PUBLISHED : Monday, 15 May, 2017, 9:01pm
UPDATED : Monday, 15 May, 2017, 9:01pm

The Securities and Futures Commission has warned company directors and financial advisers to ensure that assets are properly valued in all mergers and acquisitions to protect shareholders’ interests, or face punishment from the regulator.

“The SFC has become increasingly concerned that some listed companies are acquiring assets at unreasonably high prices or selling assets which are substantially undervalued. As a result of possibly ill-advised transactions, shareholders’ interests were harmed,” the SFC said in a statement on Monday.

“Directors do not appear to have always acted properly when assessing targets or disposals,” said Ashley Alder, chief executive of the SFC . “The SFC will seek to take action where it can be shown that such failures by the directors have resulted in loss to the shareholders.”

The SFC has become increasingly concerned that some listed companies are acquiring assets at unreasonably high prices or selling assets which are substantially undervalued
Ashley Alder, SFC

The SFC guidance note reminded directors that they should investigate in the value of the assets to be bought, and to act in the interests of the company.

“Directors have the duty to responsibly determine whether the terms of the transaction, including the consideration, are fair and reasonable,” Alder said. “Directors cannot abdicate their responsibilities by using valuers or financial advisers as a shield.”

The note also makes clear that where financial advisers are appointed by a listed company, they should not rely solely on information provided by the directors of the companies, but they should take reasonable steps to check on the valuation of the assets.

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If any forecasts or assumptions appear to be unrealistic, financial advisers should raise such issues to the attention of the directors, the SFC note said.

Valuers may be liable if the valuation report contained any materially false or misleading information.

The SFC will take appropriate actions against those companies, directors, advisers or valuers who have failed in their duty to check on the valuation of the assets to be bought by the companies. Penalty may range from a fine or the SFC may seek court order to pay compensation to investors.

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