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Independent valuation

A valuation prepared to International Valuation Standards, by an advisor with no stake in the outcome, that buyers, sellers, lenders and courts can rely on.

Why it matters

In Lebanon and much of the region, book value and economic value have drifted far apart. Years of currency collapse, multiple exchange rates and frozen bank balances have left financial statements that describe the past in units that no longer hold their meaning. Owners, investors and lenders each start from a different figure, and negotiations stall before they reach terms. An independent valuation replaces those competing figures with one reasoned estimate, built from evidence and open to inspection.

The need arises at decisive moments: a sale or acquisition, the entry of a new shareholder, a recapitalisation, a buy-out of minority partners, a dispute between family branches, an estate settlement, a debt-to-equity swap or a lender's review of collateral. In each case the value must be defined precisely, supported by more than one method and documented well enough to withstand scrutiny from the other side, its advisors and, where necessary, a court or regulator.

Orion values companies in line with the principles of the International Valuation Standards (IVS): a defined scope, a stated basis and premise of value, adequate investigation, several approaches reconciled into a range, and a report that shows its workings. The result is a figure that both parties can sign, and the analysis behind it becomes the reference for the transaction, the settlement or the refinancing that follows.

Typical stages of a mandate

A valuation mandate typically follows eight stages. Timings are indicative and depend on the quality of the information available and the complexity of the group being valued.

A typical set-up, not a template

The stages below describe a typical mandate and reflect best practice in the market. Every engagement is scoped to the case at hand: stages may be combined, re-ordered, shortened or omitted, and timings depend on the company, its counterparties and the regulatory setting.

  1. Stage 1: Engagement and scope

    Week 1

    Agree exactly what is being valued, for whom, on what basis and at what date.

    The mandate opens with a written scope of work, as the IVS require. It records the client and intended users, the purpose of the valuation, the subject (whole enterprise, equity, a controlling or minority interest), the basis of value (market value, investment value, equitable value or liquidation value) and the premise (going concern, orderly or forced liquidation), together with the valuation date and currency. An independence and conflict check is completed before work begins. Most disputed valuations fail here: a figure produced without a stated basis answers a question nobody asked and cannot be defended when challenged.

    Deliverables

    • Signed engagement letter
    • Scope of work and basis of value
    • Independence and conflict declaration
    • Agreed timetable
  2. Stage 2: Information request

    Weeks 1–2

    Collect the financial, legal and operating evidence on which the valuation will rest.

    A structured request list covers several years of audited and management accounts, budgets and business plans, the debt and lease schedule, tax position, shareholder agreements, related-party contracts, the fixed-asset register and any prior valuations or offers. Information is logged as received and gaps are recorded rather than filled with assumptions. A disciplined request at the outset shortens the mandate: the most common cause of delay is a valuation started on partial data and then repeatedly reopened as new documents surface.

    Deliverables

    • Information request list
    • Document tracking log
    • Schedule of information gaps
  3. Stage 3: Management interviews

    Weeks 2–3

    Understand the business behind the numbers and test management's assumptions.

    Interviews with the owners, finance director and operating managers cover the market, competitive position, customer and supplier concentration, pricing, capacity, capital expenditure needs and the realism of the business plan. Where useful, a site visit follows. Each assertion is cross-checked against the documents and, where possible, against external market evidence. The valuer listens but does not adopt: the IVS require the valuer to assess whether inputs are appropriate, and an uncritical acceptance of management forecasts is the single largest source of overstated value.

    Deliverables

    • Interview notes
    • Key assumptions register
    • Site visit memorandum
  4. Stage 4: Normalisation of financials

    Weeks 2–4

    Restate historical results to show the earnings a new owner would actually obtain.

    Reported profits are adjusted for owner remuneration above or below market levels, personal expenses carried by the company, related-party rents, purchases and sales not at arm's length, and non-recurring gains or losses. Non-operating assets and surplus cash are separated from the operating business. Where an economy has passed through hyperinflation or several exchange rates, accounts are restated into a stable reference currency and the rate applied to each balance is made explicit. Unadjusted accounts mislead in both directions, and every adjustment is listed so the reader can accept or reject it individually.

    Deliverables

    • Normalised income statements
    • Adjusted balance sheet
    • Schedule of adjustments
    • Currency restatement note
  5. Stage 5: Application of methods

    Weeks 3–5

    Value the business under several independent approaches.

    The income approach uses a discounted cash flow model built on the normalised base and a tested business plan, with a discount rate that includes explicit country-risk and size premia rather than an unexplained uplift. The market approach applies trading multiples of listed peers and multiples from comparable transactions, adjusted for differences in size, growth, liquidity and jurisdiction. The cost approach, through adjusted net assets, revalues assets and liabilities to current values and is decisive for holding companies, asset-heavy businesses or where going-concern status is in doubt. Relying on a single method concentrates all the error in one place.

    Deliverables

    • Discounted cash flow model
    • Peer and transaction multiples analysis
    • Adjusted net asset statement
    • Discount rate derivation
  6. Stage 6: Reconciliation into a range

    Week 5

    Weigh the results of each method and conclude on a defensible range.

    The approaches rarely agree, and the differences are informative. Each result is examined for the quality of its inputs and its relevance to the purpose and basis of value, and the methods are weighted accordingly, with the reasoning stated. Sensitivity analysis on the discount rate, growth, margins and exchange rate shows how far the conclusion moves. Discounts for lack of control or marketability, and premia for control, are applied only where the interest being valued requires them. A single point estimate presented without a range implies a precision that no valuation possesses.

    Deliverables

    • Reconciliation and weighting table
    • Sensitivity analysis
    • Concluded value range
  7. Stage 7: Draft report and review

    Weeks 5–6

    Submit the analysis for factual verification before it is finalised.

    A draft report is shared with management to correct factual errors and confirm that the business has been described accurately. Comments are recorded and answered in writing. The valuer accepts corrections of fact but not pressure on conclusions; the separation between the two is documented, preserving the independence on which the report's authority depends. This step also prevents the most avoidable embarrassment in valuation practice: a final report challenged by the counterparty on a factual point that management could have corrected in a day.

    Deliverables

    • Draft valuation report
    • Management comments log
    • Written responses to comments
  8. Stage 8: Final report and support

    Weeks 6–8

    Issue the signed report and, where needed, support its use in negotiation or dispute.

    The final report follows IVS reporting principles: scope, basis and premise of value, valuation date, sources, assumptions and special assumptions, methods, reconciliation, conclusion and limitations. Where the valuation supports a transaction, Orion can present the analysis to the other party, explain the range and help structure terms such as earn-outs or deferred consideration that bridge a gap in expectations. Where a fairness opinion is required by a board or regulator, it is prepared on the same evidence. A report that cannot be explained across the table rarely survives the negotiation.

    Deliverables

    • Signed valuation report
    • Executive summary
    • Fairness opinion where required
    • Negotiation support

Principles of good practice

Independence before engagement

The valuer must have no interest in the outcome, no fee contingent on the value concluded and no undisclosed relationship with any party. Independence is checked and documented before the mandate starts, not asserted afterwards. A valuation that one side can dismiss as partisan has no use in a negotiation, a dispute or a lender's file.

Define the value being measured

Market value, investment value, equitable value and liquidation value are different numbers for the same company. The basis and premise of value follow from the purpose of the valuation and are stated at the outset. Most disagreements over value are in fact disagreements over which value is being measured.

Several methods, one reasoned conclusion

Income, market and cost approaches each capture something the others miss. Applying them in parallel exposes weak assumptions, and the reconciliation explains why one approach carries more weight than another. The conclusion is a range supported by sensitivity analysis, not a figure chosen first and justified afterwards.

Show every adjustment

Normalisation, currency restatement, country-risk and size premia, discounts and control premia all move the result. Each is listed, quantified and justified so that a counterparty or reviewer can test it individually. Transparency of workings is what allows a figure prepared for one side to be accepted by the other.

Confidentiality as a condition

Valuations expose a company's margins, plans and weaknesses. Information is used only for the agreed purpose, shared only with the intended users named in the engagement, and held under confidentiality obligations that continue after the mandate ends. Orion does not disclose the identity of the companies it values or the conclusions it reaches.

When this is the right answer

  • Owners and investors are negotiating a sale, acquisition, capital increase or the entry of a new shareholder and cannot agree on price.
  • Shareholders or family branches need a neutral figure to settle a buy-out, a succession, an estate or a dispute.
  • A lender, creditor group or investor requires a documented value to support a debt-to-equity swap, a recapitalisation or a restructuring plan.
  • A board or regulator requires a fairness opinion or an independent check on a related-party or minority-shareholder transaction.
  • Financial statements distorted by hyperinflation, multiple exchange rates or related-party dealings no longer show what the business is worth.

Confidentiality

Every Orion mandate is conducted under a strict non-disclosure agreement. We do not publish client names, transactions or outcomes, and we never use a client as a reference without written consent. What we can share openly is how we work — and the research on which our advice rests.

Research behind this service

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