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Fairness Opinion: Distressed M&A

Private Company Under Financial Distress Considering Transaction Alternatives


A financially distressed company was considering the sale of its digital diagnostics business, laboratories business, and a majority of the business, assets or equity interests of the company as a whole.

The company wanted a fairness opinion because the common shareholders would most likely receive no consideration in connection with any such transaction.

Since the company was considering, and soliciting indications of interest for, the various transaction alternatives simultaneously in an effort to close one or more such transactions in short order, the Board of Directors requested that RNA be prepared to render one or more written opinions as to the fairness, from a financial point of view, to the (i) company of the consideration to be received by it in connection with the sale of the digital diagnostics business or the laboratories business, and/or (ii) company’s common shareholders in connection with a sale of the company.


Conducted our due diligence and performed certain financial analyses under all such scenarios.


The company identified a buyer for the laboratories business only. We presented our valuation conclusions to the Board of Directors using the cost approach, the income approach (discounted cash flow method) and the market approach for said business.

Due to the timing of the transaction,  we issued a “retrospective” opinion which concluded that the consideration received by the company in connection with the sale of the laboratories business was fair to it from a financial point of view.

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