Independent expert Grant Thornton Corporate Finance has advised that Somers Ltd’s offer of A$1.17 a share for Thorn Group is fair and reasonable, despite its estimate that an orderly resolution would realise between $1.15 and $1.22 a share. Thorn announced in September that it had entered into a scheme implementation deed with Somers, a Bermuda-based investment company that already holds a 49 per cent interest in Thorn. When Somers first approached Thorn, late in August, the offer was $1.62 a share. But the price was revised to take account of a special dividend and return of capital announced by Thorn in August 31. Somers is acquiring a cashbox, after Thorn progressively sold off underperforming businesses over the past couple of years. These businesses included Radio Rentals and an asset finance operation. According to Grant Thornton’s independent expert’s report in the scheme documents, Thorn had cash and cash equivalents of $41.1 million and other assets worth between $10.6 million and $11.3 million at the end of September.  Provisions and other liabilities were estimated to be between $5.4 million and $7.05 million, leaving a net realisation balance sheet of $44.7 million to $49.9 million.  After making “orderly realisation adjustments” to cover redundancies and other costs, Grant Thornton estimated shareholders’ potential net realisation value at $39.8 million to $42.3 million, or $1.15 to $1.22 a share. Grant Thornton said the offer includes a premium for control when the original offer of $1.62 a share is taken into account, saying “the scheme consideration on a cum-dividend basis represents a premium”. This is odd logic, suggesting that the premium should be based on the initial offer price, not the actual price that will be paid. Another way of looking at it is that the premium is being paid out of shareholders’ own funds. Grant Thornton goes on to say there is a fair chance that the ASX will delist Thorn, if it can’t “demonstrate a sufficient level of operations and adequate financial conditions to remain listed” and that the Somers offer represents “the opportunity to receive a certain cash amount at a premium to the trading price of Thorn share before the announcement of the initial proposal”.