Transactions & corporate events
Business valuation for transactions, boards and shareholders
When a business changes hands, admits an investor, lists, restructures or splits between shareholders, someone has to put a defensible number on the equity. We produce that number, show the working, and stand behind it in front of boards, auditors, regulators and counterparties.
- Subject of valuation
- Enterprise value, equity value, or a specific shareholding
- Standard of value
- Fair value, fair market value or investment value — set by purpose
- Primary approaches
- Income (DCF), market (trading and transaction multiples), asset-based
- Typical deliverable
- Full narrative valuation report with model, or a summary valuation letter
- Signed by
- Chartered Valuer & Appraiser, countersigned by a second reviewer
- Common users
- Board, auditor, SGX, IRAS, investors, counsel
Where a business valuation is actually used
Pricing and negotiating a transaction
Buyers and sellers rarely disagree about arithmetic; they disagree about assumptions. An independent valuation makes those assumptions explicit — the revenue trajectory, the sustainable margin, the working capital drag, the discount rate and the terminal growth assumption — so negotiation happens over the drivers rather than over the answer. In an auction or a competitive process, a defensible independent view also protects directors who have to justify the price they paid or accepted.
Listed company disclosure
Where an SGX-listed company acquires or disposes of a material asset, the size of the transaction relative to the group determines the level of disclosure and shareholder approval required, and independent valuations are expected to accompany significant acquisitions and reverse takeovers. Shareholders reading the circular need to see the value assigned, who commissioned the valuation, the methodology and assumptions used, and the valuation date. Boards are separately expected to satisfy themselves that the assumptions are reasonable and to disclose material uncertainty in projections. IVAS Practice Note 2 sets out minimum disclosure expectations for summary valuation letters, and it is far cheaper to read it at the start of the process than to redraft a letter under deadline pressure.
IPO preparation and pre-listing housekeeping
Historical fair values matter more than founders expect. Shares, options and convertible instruments issued in the years before a listing are re-examined by reporting accountants, and enterprise value at each historical reporting date drives the accounting entries that appear in the track record period. Getting those point-in-time valuations right — and documented — before the sponsor asks is the difference between a clean process and a scramble.
Shareholder entries, exits and buy-outs
Partial interests are not simply a pro-rata slice of the whole. A minority stake without control over dividends, disposals or strategy is worth less per share than a controlling block, and shares in a private company that cannot readily be sold are worth less again. Those adjustments — discounts for lack of control and lack of marketability — are where valuations of private shareholdings are most often challenged, so they need to be reasoned and evidenced rather than lifted from a rule of thumb.
Joint ventures, restructuring and privatisation
Internal reorganisations, share swaps, capital reductions and take-private proposals all require an equity value that related parties, minority shareholders and tax authorities can accept. Because these transactions are between parties who are not strictly at arm’s length, the documentation burden is higher, not lower.
How we approach the analysis
| Approach | Fits when | Where it gets challenged |
|---|---|---|
| Income — discounted cash flow | The business has a forecastable cash flow stream and management has a budget with reasoning behind it | Terminal value assumptions, discount rate build-up, whether the forecast has any track record of being met |
| Market — guideline public companies | Comparable listed businesses exist with similar economics and scale | Comparability of the peer set, size and liquidity adjustments, choice of multiple and metric |
| Market — precedent transactions | Recent deals in the sector are observable and reasonably disclosed | Whether disclosed deal metrics are complete, control premia embedded in the data |
| Asset-based — adjusted net asset value | Holding companies, property-rich entities, businesses being wound down | Whether individual assets have been marked properly, treatment of contingent liabilities |
| Option-based allocation | Multiple share classes with different liquidation and conversion rights | Volatility input, expected exit timing, treatment of anti-dilution terms |
In practice most engagements use a primary approach and at least one cross-check. Where the two diverge sharply, the divergence itself is information — and the report says so rather than quietly averaging the difference away.
On ESG and climate factors. Where environmental, social and governance factors bear on long-term prospects, boards are expected to articulate the connection rather than leave it implied — and buyers increasingly diligence it. In practice this shows up as transition capital expenditure, carbon cost exposure, licence-to-operate risk and customer requirements flowing down a supply chain. We work with our associated ESG consultancy, GreenCo, where those factors need to be quantified rather than acknowledged.
On forecasts. The most common reason a valuation is questioned is not the model — it is the projection feeding it. A forecast that ignores the company’s own recent history invites challenge from auditors and counterparties alike. We test projections against actual performance, disclose the gap, and where necessary run the valuation on a sensitised case alongside the management case.
Sector experience
Valuation work across the group has covered agriculture, automobile, catering, chemicals, cleaning and environmental hygiene, consumer and retail, education, electronic equipment, entertainment, financial services, gaming and mobile applications, health care, hotels and tourism, infrastructure, insurance, logistics, manufacturing, mining, multimedia, pharmaceuticals, printing and packaging, property development, renewable energy, telecommunications, technology, utilities and waste management.
Sector familiarity matters less for the mechanics of a model than for knowing which assumptions a reviewer will attack first — churn in a subscription business, occupancy in hospitality, regulatory tariff risk in utilities, clinical milestones in life sciences.
For sector-specific work such as biotech and life sciences and mining projects, the main site carries fuller detail on methodology and past mandates.
What you receive
- A narrative report setting out the subject, purpose, basis and premise of value, valuation date, scope limitations, methodology, assumptions and conclusion
- The financial model, available for your auditor or adviser to inspect
- A discount rate build-up showing each component and its source
- Sensitivity analysis on the assumptions that actually move the answer
- Where required, a summary valuation letter formatted for inclusion in a circular or announcement
- Direct liaison with your auditor, reporting accountant or counsel on technical queries
Frequently asked questions
What is the difference between enterprise value and equity value?
Enterprise value is the value of the operating business irrespective of how it is financed. Equity value is what is left for shareholders after net debt and other claims are deducted. Most transaction discussions quote enterprise value while the share purchase agreement settles on equity value, and the bridge between the two -- debt, cash, debt-like items, working capital adjustments -- is where deals are commonly renegotiated.
Do I need a valuation to sell my company?
Not legally, but going into a negotiation without one means accepting the buyer's framing of value. An independent valuation gives you an evidenced starting position, identifies which value drivers are worth defending, and is often required later anyway for tax, accounting or shareholder approval purposes.
How are minority stakes valued differently from controlling stakes?
A minority holder cannot direct dividend policy, force a sale or change strategy, so a discount for lack of control may apply relative to a pro-rata share of the whole. Private company shares also lack a ready market, which supports a further discount for lack of marketability. Both adjustments have to be evidenced -- their size is the most frequently disputed element in shareholder valuations.
Can a valuation be prepared as at a past date?
Yes, and it often has to be. Retrospective valuations are common for historical share issuances, restructuring reviews, tax assessments and litigation. The discipline is to use only information that was known or knowable at the valuation date, and to exclude hindsight -- something a reviewer will specifically test for.
What is the difference between a full report and a valuation letter?
A full report documents the entire analysis and is what auditors and courts expect. A summary valuation letter is a short-form conclusion suitable for inclusion in a circular or announcement, and it must still meet minimum disclosure expectations. A letter is normally issued on the back of full underlying work, not instead of it.
Scoping an acquisition, exit or listing?
Send us the entity, the transaction type and the intended valuation date. We will come back with a fee quote and the information we need to start.