Sales, Divestitures and Mergers
Acquisitions
Management Led Buyouts
Raising Capital
Distressed Situations

Fairness Opinions
Valuations
Strategic Alternatives Analysis
Intangible Asset Valuations

FAIRNESS OPINIONS

Increasingly, corporate transactions face scrutiny from shareholder groups and other constituencies. Curtis Financial Group issues fairness opinions to assist corporate fiduciaries making decisions that affect the financial interests of key stakeholders, and to protect themselves in the event a transaction is challenged. A fairness opinion can help to reassure boards of directors, special committees and shareholders that the price being paid or received in a transaction is fair from a financial point of view.

Curtis Financial's professionals have issued more than 125 fairness opinions to the boards of directors of public and private companies of all sizes. We endeavor to structure each engagement to eliminate potential conflicts of interest, thereby ensuring the delivery of an objective fairness opinion to our clients. Fairness opinions are typically warranted when businesses are faced with one of the following situations:

• Management buyouts and going private transactions;
• Non-competitive corporate sale processes;
• Related-party transactions;
• Down-round financings and equity recapitalizations;
• Conflicts between investors in multiple classes of equity, and
• Existing advisors with potential conflicts of interest.

Our fairness opinions are formed only after carefully examining all the relevant information, and the transaction's potential impact on shareholders. Curtis Financial has a proven track record of success in working closely with our clients' legal advisors and responding to SEC inquiries.

View a list of representative fairness opinion engagements

Case Studies:
We assisted Excess Reinsurance Company by completing a fairness opinion for its Board of Directors in connection with the company's sale to KnightBrook Holding, LLC and Northwestern Insurance Company.

We assisted Prestige Community Bank by completing a fairness opinion for its Board of Directors in connection with the company's sale to First Priority Financial Corp.

We assisted Verlan Holdings by completing a fairness opinion for its Board of Directors in connection with the company's sale to The Hanover Insurance Group, Inc. (NYSE: THG)

We assisted Allen Organ Company by completing a fairness opinion for its Board or Directors in connection with the sale of certain of the company's assets to AOC Acquisition Corp., formed by management.

We assisted Two River Community Bank (OTC: TWRV) by completing a fairness opinion for its Board of Directors in connection with the company's sale to Community Partners Bancorp.

We assisted PSB Bancorp, Inc. (NASD: PSBI) by completing a fairness opinion for its Board of Directors in connection with the company's sale to Conestoga Bancorp, Inc.

We assisted Lucid Security by completing a fairness opinion for its Board of Directors in connection with the sale of the company's assets to Liberty Acquisition Corp.

We assisted StarCite, Inc. by completing a fairness opinion for a special committee of the Board of Directors in connection with the company's growth equity financing and recapitalization.

We assisted Corcell Inc. by completing a fairness opinion for its management and Board of Directors in connection with the company's merger with Vita AG.

We assisted Hanover Foods by completing a fairness opinion for its current shareholders in connection with the proposed initiation of Employee Stock Trust and Employee Stock Ownership Plans.

We assisted Irex Corporation by completing a fairness opinion for a Special Committee formed by its Board of Directors in connection with a management-led buyout of the company.

We assisted Franklin Financial Services Corporation (OTCBB: FRAF) by completing a fairness opinion for its Board of Directors in connection with its acquisition of Fulton Bancshares Corporation.

We assisted First Keystone National Bank (OTCBB: FKYS) by completing a fairness opinion for its Board of Directors in connection with the company's acquisition of Pocono Community Bank.

We assisted Prestige Community Bank by completing a fairness opinion for its Board of Directors in connection with the company's sale to First Priority Financial Corp.

We assisted United Security Assurance, Inc. by completing a fairness opinion in connection with its sale to CMS Financial Services Corp.