Company conversions, mergers and spin offs

14.2.2014

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The critical moment of a conversion is 100% percent harmonization.

Introduction

The history of the company STAND BY, s.r.o. (original name Robert Cholenský - STAND BY) dates back to 1990. After previous entrepreneurial successes, at the turn of 1995/1996, the “founding father” longed for some more technology in his life, and from then on gradually built up an electrical and later technological installation company.

Today, the company STAND BY, s.r.o. occupies an important role in the telecommunications market of the Czech Republic and is a trailblazer in renewable energy sources and energy.

"After the company APOGEO had presented their offer I was still slightly sceptical regarding the conversion; however, our co-operation worked out extremely well. The actual transaction itself went through without any serious problems and followed the timetable previously drawn up by APOGEO. Most of all, I appreciated the specially tailored delivery of all the services, which included regular consultation with our employees who participated in the company’s conversion."

Petr Cholenský, CEO of STAND BY, s.r.o.

Company conversions, mergers and spin offs - words that can send a shiver down the spine of most ordinary mortals. In the context of close co-operation between the company APOGEO and its technology-based client, APOGEO was tasked with setting aside, as effectively as possible, various types of activity which had hitherto been operated by the client as part of a single company, and also to set aside important real estate into separate entities/companies.

The main impetus for the aforementioned transaction was to diversify risk and to realize the possibility of gaining new investors or investment funds. Another important dynamic in the deal was the specific concept of the client regarding the future structure of his company. The client emphasized the restructuring of his own shares in the company, especially those in the subsidiary engaged in the construction and operation of solar power stations.

The client’s assignment was perfectly clear and concise - it was necessary assess the company’s burden in terms of essential consultancy costs and also in terms of tax. A very important initial element was also establishing the time-frame set out by the client.

Progress of the job

APOGEO proposed spinning off the assets of STAND BY, s.r.o. into two successor companies, which would be achieved by a spin-off forming a new company and by spinning off the assets by merger.

The result of the divestment was the creation of three affiliates owned by three partners, in spite of which that part of the assets that was spun off by merger with the existing company represented a business share in this company.

Activities connection to the construction and maintenance of solar power stations were set to one side and combined into a single entity. At the same time all of investment infrastructure and real estate was moved to the new company.

"If a company is divided up by spinning off and merger, then the original company continues to trade and part of it is simultaneously merged with one or more existing companies."

Conclusion

As part of the conversion, the spun off property was evaluated according to market value, which enabled the companies to register in their accounts their property in real prices, not at their historic values. The revaluation of the property also gave other asset items a numerical value which would otherwise have remained unreported in the accounting statements. This involved revaluing contracts (set of contracts) entered into for long-term co-operation.

Despite the complexity of the individual tasks, APOGEO adhered to the timetable for the pre-planned conversion.

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