PRINCIPLE

The acquisition price of shares (or an asset in a broader sense) may include an adjustment mechanism based on specific criteria related to performance, cash levels, or the achievement of qualitative or quantitative objectives.

The firm acts as a trusted third party to review the calculation methodology and determine the price adjustment(s).

METHOD

Following the acquisition Due Diligence, SORGEM reviews (or proposes) definitions of the financial metrics mentioned in the legal documentation (EBITDA, net financial debt, etc.). It ensures the accounting standards used are consistent, the metrics align with those used during the Due Diligence phase, the terms are accurate, and the approach follows market practices.

Based on the Share Purchase Agreement (SPA), requested accounting data, or other necessary documents, SORGEM verifies the price adjustment calculation proposed by one of the parties and, if necessary, amends it.

MISSION

The conclusions of the work are included in a report provided to the client and shareable under the conditions outlined in the engagement letter.