A multinational group operating in the FMCG industry requested VVA Expert Opinion to examine the “normality and sustainability” of the economic results of the acquired company in view of the expiry date of the earn-out clause.
The incorporation of a joint venture between two multinational groups operating in the food industry was the result of the acquisition of a 50% participation owned by one of the two groups. The transaction agreement provided for an earn-out clause linked to the economic results of the acquired company. The results, at first in line with historical and market trends, started to grow significantly in proximity of the terms agreed for the enactment of the earn-out clause. In view of this event, the buyer asked an opinion on the “normality and sustainability” of the reported growth. On the basis of the evidences, the significant growth was anomalous and unsustainable considering both the average ranges of the growth of direct competitors and the tensions within the upstream and downstream supply chain.
The dispute ended with the return of the acquired 50% of the joint venture at the price originally paid by the buyer.