Contingent Value Rights in M&A Deals: Bridging Valuation Gaps, Structuring Deals to Protect Buyers and Sellers

This CLE webinar will provide an overview of how contingent value rights (CVRs) can be leveraged as a value-bridging tool when negotiating and structuring public company M&A deals. The panel will explain the types of deals and conditions for which CVRs are best suited and discuss best practices for using CVRs to benefit and protect buyers and sellers.

Buyers and sellers in M&A transactions are increasingly using innovative pricing tools to bridge their differences over deal value, particularly in the biopharmaceutical and life sciences industry. In private M&A transactions, earnout provisions help reconcile valuation differences. In public M&A deals, CVRs serve this role.

CVRs help alleviate buyers' and sellers' concerns about tendering or receiving a fair purchase price by allowing an upward price adjustment post-closing--when increased value will justify a higher purchase amount--or creatively financing the originally agreed-upon purchase price.

Although CVRs add complexity to M&A transactions, they are an appealing option when buyers and sellers cannot agree on valuation or buyers cannot readily finance an attractive acquisition.

Listen as our authoritative panel of deal attorneys explains how CVRs work, outlines the benefits and risks of CVRs in M&A deals, and offers strategies for negotiating and structuring deals involving CVRs to benefit and protect both buyers and sellers.