Ceapro Inc V.CZO

Fairness opinion

[lscfa]

Lack of details is typical for most mergers I seen.  The opinion is for the exchange ratio. Bloom Burton based it in part on cash flow forecasts from CZO mgmt to the end of 2026. How do we know Gagnon did not low ball the forecast? Also, how can you express a fairness opinion on a ratio if you do not  value the other co. in the merger?

[Ciao]

Good points. I thought DCF models were for 10 years with a terminal value assigned as well, but they stopped at 2026?

[lscfa]

I'm sure BB made assumptions about cash flows beyond 2026 to do a DCF analysis but what the hell did they assume about clinical trial outcomes, new product launches, joint ventures, etc.  They probably valued CZO on existing base business only.   "I thought DCF models were for 10 years with a terminal value assigned as well, but they stopped at 2026?"

[lscfa]

Raymond James fairness opinion for Aeterna is no better. "We express no opinion as to the underlying business decision to effect the Arrangement, the structure or tax consequences of the Arrangement or the availability or advisability of any alternatives to the Arrangement."

[Ciao]

Sounds like some of the lock in agreements where insiders agree to vote in favour of the merger but have ZERO shares to vote with.  Saying nothing with nothing. How deplorable.