Mergers Olivier LEVYNE

Principle Contribution of assets and liabilities of one of the merging entities to the other entity (absorbing company) based on their net book value or on their economic value. The first company is then broken up The merger parity is based: – Either on book value of the shares (ie: equity book value / number of shares) – Or on the economic (or market) value of the shares (ie: NAV per share or listed price) The balance sheet equilibrium then relies on the premium = Value of assets contribution – capital increase

Base case Assumptions

Base case Parity and contributions based on book values

Base case Parity and contributions based on economic values

Base case Contribution based on book value and parity based on the economic value per share

Base case Contribution based on book value and parity based on the listed share price