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Market studies chave shown that over the last years the total accounting value of all lands and buildings of the 30.000 biggest BelCo’s amounts to EUR 50 billion. When you know that the market value of said assets equals minimum 3 times their accounting value, this represents a dramatic hidden value in the current market environment. Indeed, when companies face difficulties to access the capital market, releasing such potential should be high on their agenda. In a broad sense, this can involve OpCo-PropCo structures either internally or externally financed, straight disposals, or joint-ventures with professional real estate investors.
During the sixth session of our M&A Academy on Thursday, 25 March, we shared with you how to free up cash from real estate, by tackling the corporate tax, VAT and registration duties matters to be taken into account while splitting up real estate from operational structures. We led you through the current environment, pitfalls and opportunities of this developing market.
Download: “How can real estate become a financing means for your company today?”
More info about the M&A Academy season (programme, subscriptions, etc.).
Tags: acquisition, acquisitions, financing, M&A, M&A Academy, mergers, OpCo, PropCo, real estate, Transactions
The number of chemicals companies engaging in cross-border mergers and acquisitions is substantially higher than it is in other sectors, as the figure above shows. Thirty-three percent of chemicals CEOs have completed at least one such deal within the past 12 months and 46 percent plan to do so within the next 12 months.
The chemicals industry is particularly strong in Asia and North America; 67 percent of chemicals CEOs head companies with operations in Asia and 59 percent head companies with operations in North America (compared with 42 percent and 36 percent, respectively, of the total survey sample). However, most chemicals CEOs, like their peers in other sectors, expect Asian operations to grow more than North American operations over the next 12 months; 84 percent anticipate doing more business in the former, while only 52 percent anticipate doing more business in the latter.
Chemicals CEOs continue to invest in new product innovation. Sixty-five percent plan to increase their expenditure on R&D over the next three years, which is more than in any other sector except entertainment & media (at 74 percent). Indeed, 30 percent of chemicals CEOs plan to make ‘significant’ increases in the amount they invest.
Eighty-three percent of chemicals CEOs also plan to spend more on leadership and talent development over the next three years, and 30 percent of these CEOs intend to spend ‘significantly’ more.
Cost-cutting and infrastructure improvements are high on the agenda of chemicals CEOs, too. Eighty-seven percent aim to invest more in cost-cutting initiatives over the next three years. Similarly, 76 percent aim to invest more in upgrading their strategic technological infrastructure in order to facilitate modern manufacturing and logistics processes.
Download the publication “Setting a smarter course for growth: chemicals“
Tags: chemicals, cross-border
Since 25 January 2010, it is possible to carry out all types of mergers without the intervention of an independent expert (i.e. the company’s statutory auditor, or an auditor/external accountant if no statutory auditor has been appointed).
Articles 695 and 708 of the Belgian Companies Code (“BCC”), modified following implementation of the European Directive 2007/63/EC, now provide that no independent expert’s report on the merger proposal is required, if all shareholders (and holders of other securities conferring the right to vote) of each of the companies involved in the merger, have so agreed.
Prior to such modification of the BCC, it was only possible to carry out a so-called “parent-subsidiary merger” without the intervention of an independent expert (i.e. a merger whereby the acquiring company already held all shares of the acquired company).
The report of the management bodies of the companies involved in the merger is however still required (articles 694 and 707). The new European Directive 2009/109/EC provides for the possibility to also abolish the requirement to draw up such report. For the time being however, this Directive has not yet been implemented in the BCC, and it is not yet clear whether the Belgian legislator will seize the opportunity to further reduce the burden of formalities for mergers.
For (partial) demergers, the intervention of an independent expert remains required, more in particular for the drawing up of the report with respect to the contribution in kind (articles 602 and 313 BCC). If all shareholders (and holders of other securities conferring the right to vote) of each of the companies involved in the (partial) demerger so agree, no additional independent expert’s report on the (partial) demerger proposal will be required. This was however already the case prior to the recent modification of the BCC.
Karin Winters, Director Corporate & Commercial Law
Bart Vanstaen, Senior Legal Consultant
Tags: auditor, companies code, demerger, European Directive, M&A, merger, merger procedure, mergers & acquisitions, report, restructuring
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