An Independent Expert Report (IER) is an independent and objective analysis of a proposed transaction undertaken for the purpose of stating whether the transaction is fair and reasonable to shareholders, or is in their best interests. An IER may be required in a number of circumstances where proposed transactions are being put to a company’s shareholders for their approval.
An IER is often prescribed by the rules of the Australian Securities Exchange (ASX), regulatory guides issued by the Australian Securities and Investments Commission (ASIC) or under the provisions of the Corporations Act. In these cases the key role of an IER is generally to ensure that shareholders receive an independent analysis of proposed transactions involving related parties or other persons of influence.
In addition to any legislative or regulatory requirements, many company boards also voluntarily commission IERs in order to provide their shareholders with the most comprehensive information possible with regard to a proposed transaction and consider it to be a prudent measure consistent with the exercise of strong corporate governance.
Typically, an IER will include a detailed analysis of the proposed transaction, an analysis and valuation of the entities involved and an overview of the industry or industries in which the entities concerned operate. Most importantly however, an IER includes an opinion as to whether the proposed transaction is considered to be ‘fair’ and ‘reasonable’ (or in the ‘best interests of’) shareholders, together with a discussion of the reasons for forming such an opinion.
We are serious about our independence and review transactions from an impartial and professional perspective. Our reports are comprehensive yet clear and concise, ensuring that shareholders are well-equipped to make an informed decision.
How we can help
Our team has extensive experience in preparing IERs in accordance with regulatory requirements. Our professionals combine specialist valuation skills with astute commercial knowledge to assess the transaction in relation to the company’s shareholders.
We prepare IERs in respect to the following transactions:
- Schemes of arrangement
- Takeover bids
- Related party transactions or transactions with person of influence
- Compulsory acquisitions or buy-outs of minority interests
- Situations where non-cash consideration has been paid in the fourth months prior to the takeover offer
- The acquisition of securities requiring shareholder approval
- Selective capital reductions and share buy-backs
- Demutualisations of financial institutions
- The acquisition or disposal of a substantial asset