ČEZ Teplárenská – Spin-off combined with merger


During the ongoing concentration of activities of ČEZ Group and in connection with the consolidation of the heat production infrastructure in ČRZ Teplárenská, a.s., it was decided that a part of Teplárna Trmice, a.s. would be spun off and merged with ČEZ Teplárenská. The spun-off part of the company consisted of the heat distribution infrastructure in Ústí nad Labem and Termice. Considering the extent of the transaction, the board of the parent company ČEZ, a.s. discussed the valuation, which was subsequently performed using two methods – the income method, which quantified the overall income potential of the division subject to valuation, and the asset method, which consists in converting the historical book values of asset items to their actual value. In distribution infrastructure, one interesting area is the valuation of easements that often date back before the year 1990.

Client satisfaction

Karel Jelínek, CFO Teplárny Trmice a.s.: “The project involving a spin-off combined with a merger is a very important step in the future merger of Teplárna Trmice, a.s. with ČEZ, a.s. The valuation of the assets and liabilities subject to the spin-off was a key activity in the schedule. Our cooperation with the expert institute RSM CZ in this project was completely smooth and corresponded to our expectations. In particular, we appreciate the flexible approach of the valuation team as regards the material definition of the assets and liabilities subject to the spin-off and the way to deal with links to the land registry.”

How we helped

Petr Bruštík: “It is difficult to define the spun-off parts of assets. In addition to asset items, it is necessary to define all legal relationships (e.g., easements) that are associated with the assets and are subject to valuation. In the case of Teplárna Trmice, we helped the client specify the set of these rights, and the client’s active approach made the valuation process much easier.”