Illustrative Examples in Bases of Value: IVS vs. PIV

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2013 OIV Business Valuation International Conference Illustrative Examples in Bases of Value: IVS vs. PIV Mauro Bini

IVSC Professional Board Illustrative Examples Project The Illustrative Examples do not form part of the IVS. The intention is to develop further chapters on other topic including, but not limited to: Market Participants Market Proper Marketing Forced Sales Assumptions and Special Assumptions Aggregation and Unit of Account Highest and Best Use Transaction Costs Valuation Date

IVS Basis of Value IVS Basis of Value Market Value [Fair Value IFRS] Fair Value (IVS) Investment Value 3

Example: Fair Value (IVS) vs Investment Value Specific Buyer Family Business Investment Value Fair Value (IVS) Market Value/Fair Value Market (IFRS 13) Value/Fair Market Value Value/Fair (IFRS 13) Value (IFRS 13) Market Value/Fair Value (IFRS 13) Investment Value 4

Fair Value (IFRS 13) vs. Market Value Fair Value (IFRS) Market Value SAME ASSUMPTIONS Hypotetical Transaction Highest and best use Unit of Account NO Blockage Factor (Premium or Discount) Defensive Value DIFFERENCES Unit of Valuation Blockage Factor (Premium or Discount) NO Defensive Value 5

Prospective Financial Information (PFI) Relationship to Synergistic and Special Value Analysis of PFI Components Standalone Business 6

Prospective Financial Information (PFI) Relationship to Synergistic and Special Value Analysis of PFI Components Incremental market participant synergies, if any Market Participant Synergistic Value Standalone Business 7

Prospective Financial Information (PFI) Relationship to Synergistic and Special Value Analysis of PFI Components Special Value (could fall anywhere in this range) Incremental buyerspecific synergies, if any Investment Value to Buyer Synergistic Value Incremental market participant synergies, if any Market Participant Synergistic Value Standalone Business 8

Relationship between Bases of Value in case of a business marketed for sale Analysis of Prospective Financial Information (PFI) Components Incremental buyerspecific synergies, if any Fair Value (IVS) (could fall anywhere in this range) Incremental market participant synergies, if any Market Value / Fair Value (IFRS 13) Investment Value to Buyer Standalone Business Investment Value to Owner 9

Case of the Application of the IVS Bases of Value A local hotel owner is considering selling his hotel property. 1 Local owner engages a valuer to estimate Market Value. Valuer determines that the highest and best use of the Hotel is the existing use. Market Value Highest and best use of the property is the existing use 10

Case of the Application of the IVS Bases of Value A local hotel owner is considering selling his hotel property. 1 Local owner engages a valuer to estimate Market Value. Valuer determines that the highest and best use of the Hotel is the existing use. Market Value Highest and best use of the property is the existing use 2 An International hotel chain engages a valuer to estimate the Investment value. Valuer considers specific synergies Investment Value Entity specific assumptions regarding specific benefits 11

Case of the Application of the IVS Bases of Value A local hotel owner is considering selling his hotel property. 1 Local owner engages a valuer to estimate Market Value. Valuer determines that the highest and best use of the Hotel is the existing use. Market Value Highest and best use of the property is the existing use 2 An International hotel chain engages a valuer to estimate the Investment value. Valuer considers specific synergies Investment Value Entity specific assumptions regarding specific benefits 3 The owner of an adjacent beach engages a valuer to estimate the Special Value of the hotel Special Value Increase in value due to special external synergies 12

Case of the Application of the IVS Bases of Value A local hotel owner is considering selling his hotel property. 1 Local owner engages a valuer to estimate Market Value. Valuer determines that the highest and best use of the Hotel is the existing use. Market Value Highest and best use of the property is the existing use 2 An International hotel chain engages a valuer to estimate the Investment value. Valuer considers specific synergies Investment Value Entity specific assumptions regarding specific benefits 3 The owner of an adjacent beach engages a valuer to estimate the Special Value of the hotel Special Value Increase in value due to special external synergies 4 The owner of the beach and the hotel owner negotiate the transaction Fair Value (IVS) Arms length exchange that will reflect interests of the parties 13

Example on economic relationship between the IVS Bases of Value A manufacturer is contemplating an acquisition of another business. The potential acquirer estimates the following value for the transaction: Target Standalone Value = 1.000 Acquirer Standalone Value = 2.000 Opportunity G&A Savings Transportation savings Distribution channel leverage Target Value of Opportunity Acquirer Market Participant 10 200 Specific 30 Product line opportunity* Waste reduction/productivity increase 300 in total 300 in total 50 * a jointly enabled opportunity 14

Calculation of Investment Value and Synergistic Value to Specific Acquirer INVESTMENT VALUE OF COMBINED BUSINESS Standalone Valuation of Target 1.000 G&A Savings 10 Transportation savings 30 Distribution channel leverage 200 Product line opportunity 300 Waste reduction/productivity increase 50 Standalone Valuation of Acquirer 2.000 Investment Value to Specific Acquirer 3.590 Investment Value Investment Value to Specific Acquirer 3.590 - Standalone Valuation of Target -1.000 - Standalone Valuation of Acquirer -2.000 Synergistic Value to Acquirer 590 Synergistic Value 15

Calculation of Market Value of the Target and Synergistic Value to Market Participant Standalone Valuation of Target 1.000 Market Parcipant Synergies G&A Savings 10 Distribution channel leverage 200 Waste reduction/productivity increase 50 Market Value of the Target 1.260 Market Value of the Target Market Participant Synergistic Value 260 16

Market Value vs. Fair Value (IVS) a Standalone Valuation of Target 1.000 Market Parcipant Synergies G&A Savings 10 Distribution channel leverage 200 Waste reduction/productivity increase 50 b Market Participant Synergistic Value 260 Transportation savings 20 Product line opportunity 120 c Specific Synergistic Value 140 Supposed negotiated at this arm s lenght transaction d = b + c Total Synergistic Value to Acquirer 400 e = a + c Fair Value (IVS) 1.400 f = a + b Market Value 1.260 Fair Value (IVS) 17

Different valuation conclusion in relation of different sets of elements Asset Attributes Owner/ Operator Assumptions Cash-flows And Risk Valuation of asset reflecting a particular basis of value 18

OIV ED PIV.01.2013: Conceptual Framework Exposure Draft: Conceptual Framework for Italian Valuation Standards (PIV)

PIV Framework: Basis of Value IVS Basis of Value OIV Basis of Value Intrinsic or Fundamental Value Investment Value Investment Value Fair Value (IVS) Fair Value Market Value Market Value Milan, 22 Oct 2012 20

NUMBER OF SUBJECTS IMPLICIT IN VALUATION PIV Framework: Basis of Value profile Basis of Value Subject Intrinsic or Fundamental Value Entity One Investment Value Specific holding The specific buyer /current owner/potential buyer Fair Value Between two specific holdings Two holdings Market Value Any holdings Every participant in the market Milan, 22 Oct 2012 21

DEGREE OF OBJECTIVITY IN VALUATION INPUTS PIV Framework: Basis of Value profile Basis of Value Subject Type Intrinsic or Fundamental Value Entity Value Low Investment Value Specific holding Value Fair Value Between two specific holdings Price Market Value Any holdings Price High Milan, 22 Oct 2012 22

Price Prezzo di Borsa PIV Framework: Basis of Value profile 6,00 5,00 Price = 1x Value + 0,0521 Prezzo di Borsa = 1 x DDM con Excess Capital per Azione 2014 + 0,0521 R² = 94,92% R 2 = 94,9% UniCredit S.p.A. Banca Popolare dell'emilia Romagna S.C.A.R.L. Credito Emiliano S.p.A. 4,00 Unione di Banche Italiane SCpA 3,00 2,00 Intesa Sanpaolo S.p.A. 1,00 Credito Valtellinese SCARL Banco Popolare Societa Cooperativa SCRL Banca Popolare dell'etruria e del Lazio S.C.A.R.L. Banca Popolare di Milano S.C.A.R.L. Banca CARIGE S.p.A. - - 1,00 2,00 3,00 4,00 5,00 6,00 Value (DDM with excess capital) Valore Implicito per Azione in un DDM con Excess Capital e Risultati al 201 Milan, 22 Oct 2012 23

NUMBER OF PERSPECTIVES CONSIDERED PIV Framework: Basis of Value profile Basis of Value Subject Type Perspective Intrinsic or Fundamental Value Entity Value Standalone One Investment Value Specific holding Value Holder perspective One Fair Value Between two specific holdings Price Equitative holder perspective Two Market Value Any holdings Price Holders perspective Any Milan, 22 Oct 2012 24

PIV Framework: Basis of Value attributes Effective Value It considers only financial effects that are already reflected in current financial performance or deriving from actions that have already been put in place. Basis of Value Intrinsic or Fundamental Value Investment Value Fair Value Market Value Milan, 22 Oct 2012 25

PIV Framework: Basis of Value attributes Effective Value It considers only financial effects that are already reflected in current financial performance or deriving from actions that have already been put in place. Basis of Value Intrinsic or Fundamental Value Investment Value Potential Value It considers also planned actions that have not yet been started and potential investments opportunities Fair Value Market Value Milan, 22 Oct 2012 26

PIV Framework: Basis of Value attributes Effective Value It considers only financial effects that are already reflected in current financial performance or deriving from actions that have already been put in place. Basis of Value Intrinsic or Fundamental Value Investment Value Potential Value It considers also planned actions that have not yet been started and potential investments opportunities Fair Value It is referred to a value that could be recognized by any market participant Objective Value Market Value Milan, 22 Oct 2012 27

PIV Framework: Basis of Value attributes Effective Value It considers only financial effects that are already reflected in current financial performance or deriving from actions that have already been put in place. Basis of Value Intrinsic or Fundamental Value Investment Value Potential Value It considers also planned actions that have not yet been started and potential investments opportunities Fair Value It is referred to a value that could be recognized by any market participant Objective Value Market Value It is referred to a value determined using special assumptions Subjective Value Milan, 22 Oct 2012 28

Conclusion: what we want to take home

The standard setters (international and national) expected benefits by a more precise definition of basis of value The benefits will be: 1. Avoid confusion; 2. Reduce errors ; 3. Avoid «cherry picking»; 4. Reconciliate the different basis of value. Milan, 22 Oct 2012 30

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