Mergers & Acquisitions and Fairness Opinions

Cypress Associates LLC provides comprehensive financial advisory services for its clients’ M & A needs. Cypress principals have extensive experience structuring and negotiating change of control transactions, having completed transactions aggregating more than $40 billion in enterprise value.

The firm’s experience in mergers and acquisitions encompasses a broad array of industries with varied transaction structures, sizes and motivations.

Cypress offers clients a full array of mergers and acquisitions services:

Strategic alternative reviews
Breakup analysis
Sales and divestitures
Acquisition and merger assignments
Leveraged recapitalizations
Fairness opinions
Takeover defenses

Cypress’ principals have provided fairness opinions for many mergers and acquisitions and investments. In particular, Cypress’ principals also have extensive experience providing fairness opinions for transactions involving related parties or other potential conflicts of interest. Members of the firm have been directly involved in the issuance of more than 16 fairness opinions for affiliated party transactions. Cypress has worked with some of the leading attorneys known for their representation of independent committees of Boards of Directors tasked with evaluating affiliated party transactions.

Once Cypress has been hired by a client, Cypress performs due diligence on all the parties involved and a thorough review of the pertinent valuation analyses to determine the fairness of the transaction. If Cypress’ preliminary review indicates that aspects of the transaction are not fair from a financial point of view to the constituency Cypress represents, Cypress will aid its client in renegotiating such aspects of the transaction.

Once the Cypress transaction team is comfortable with the transaction’s fairness from a financial point of view, the transaction team reviews the opinion critically with other senior principals within Cypress. Cypress then works together with counsel to provide its clients with both the written supporting documentation for the opinion as a well as an understanding of the due diligence performed to arrive at the opinion. If a public shareholder vote is required, Cypress will also draft a summary of its work for inclusion in the proxy statement.