Fairness Opinions and Valuations for Compliance with FASB Requirements

FAS 141 and 142

Recent years have seen many new requirements especially for public companies in connection with mergers and acquisitions. With the issuance of the Financial Accounting Standards Board's SFAS No. 141 and 142, the burden of compliance has increased significantly. Wm Sword is able to assist with or execute the following:

Valuation with respect to fair value
Identification of Goodwill and other intangible assets
Purchase price allocation
Determination of intangible asset impairment

Wm Sword & Co. has expertise in both corporate finance and financial accounting, and we are able to exercise this expertise cooperatively and efficiently.

Fairness Opinions

Since its founding in 1976, members of the Firm have counseled and assisted domestic and international clients with respect to mergers, acquisitions and sales of assets or businesses. Drawing on its experience, the Firm provides independent evaluations of proposed security transactions, such as the fairness of merger and acquisition terms, and renders opinions on the values of securities for tax and audit purposes. Managing Directors and members of the Firm have given expert testimony on various matters and have testified in cases before federal and state courts.

In addition, the Firm has, on a number of occasions, served the Directors of public companies by providing formal fairness opinions. These include, among others, our work for IMS Health, Rheometric Scientific Inc., The American Materials & Technologies Corporation, Universal Foods Corporation, Saga Corporation and Olympia Brewing Company. We have also provided opinions of value regarding divisional or subsidiary operations for Merck & Co., Armstrong World Industries and Hoechst Celanese Corporation as well as a number of privately owned companies