Exchange ratio

An exchange ratio (rapport d'échange) is the number of acquirer shares offered for each target share in a merger or share exchange offer (OPE). It is determined by the relative valuations of both companies using multiple concordant methods (DCF, trading multiples, transaction multiples). Its fairness must be confirmed by an independent expert — in France by the commissaire à la fusion, and for listed company transactions by an expert approved by the AMF or COPA. An incorrect exchange ratio that favours one shareholder base over the other can be challenged in court by aggrieved shareholders.

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Example: in a merger between a French industrial company (valued CHF 45.0 million) and a Swiss competitor (valued CHF 30.0 million), the exchange ratio is 3 French shares for 2 Swiss shares — reflecting the 1.5x relative valuation ratio. For every 2 Swiss shares contributed, the absorbed shareholder receives 3 new shares of the absorbing entity. An independent expert confirms this ratio is equitable for both shareholder bases using DCF, trading multiples and transaction multiples.

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Hectelion determines and validates exchange ratios in Franco-Swiss merger transactions, producing fairness opinions acceptable to merger auditors and market regulators.