Merger & Acquisitions
Course Code: ACT-240
Course Duration: 3 days
Course Objective(s):
This course will help delegates to understand Successful Merger and Acquisition (M&A) Transactions.
It Features:
- Pre-acquisition planning;
- Determining acquisition criteria;
- Evaluation of potential target
- Due Diligence
- Integration Issues,
-- provides you with two jam-packed days filled with the critical practical knowledge you need to identify and execute winning deals..
Expected Accomplishment(s):
NA
Prerequisite(s):
NA
Course Outline:
- Background/History of M&A
- Overview of types of transactions
- Examples of successes, failures and why
- The Acquisition Process
- Fitting the strategic plan
- Internal growth vs. external growth
- Reasons to acquire (or avoid) a firm
- Defining the strategic plan
- Determine the acquisition criteria
- Assemble the acquisition team
- Regulatory requirements/obstacles
- How to identify potential targets
- Leads
- Within your industry
- The investment banking
- community
- Outside your industry
- Information sources
- Conducting the search
- Where to get help
- Banks; brokers and M&A consultants
- Due Diligence
- How to analyze the industry
- How to learn the business - EVERYTHING!
- Your due diligence team
- Objective review - "kick the tires"
- Confirm preliminary information
- Know exactly what you are buying
- Typical information required
- Financial review
- Operational review
- Fine tune the deal
- How to detect flaws - and have a plan to start the fix on day one
- Deal breakers and fatal flaws (case studies)
- How to cut your losses
- Valuation (Comprehensive Case Study)
- Components
- Revenues, profits and cash flow
- Capital and working capital requirements
- Analyzing risk/reward
- How to research comparable deals
- Methodology
- Multiples: sales, earnings, EBITDA
- P/E ratios
- Capitalization rates vs. DCF
- Growth rates and terminal value
- Book value and adjusted book value
- Sum of the parts greater than the whole: synergy and strategic acquisitions (examples)
- Appraisals vs. valuations
- Fair market value
- Evaluate a target
- Objectives and criteria
- Visualization
- Before - with vs. without
- After - with vs. without
- Commitment
- Confidentiality
- Initial meetings: why and how first impressions matter
- Seller motivation
- Fact finding and negotiation
- Letter of intent (example)
- Terms & conditions
- How to leave yourself an out
- Rollups
- Alternative structures
- LBO vs. venture capital
- Hostile takeovers, "white knights" and "green mail"
- Alternative deals
- Joint venture vs. partnership
- Licensing vs. royalties
- Partial acquisition and exchanges
- After the Close - Managing the Post-merger Integration
- Start with exit strategy (case study)
- Post acquisition management already in place (on first day)
- Control and manage
- How to implement benchmarks and milestones (examples)
- How to communicate effectively
- The importance of positive public relations
- Key control points and how to manage them
- Structure
- Separate subsidiary
- Assimilated into parent company
- Division of parent
- Target absorbs part of parent
- Different combinations
- Accounting & tax implications
- Purchase vs. pooling of interest (FASB update)
- Integration
- People - organization; culture
- Operations
- Finance and accounting
- Systems
- Customers
- Suppliers
- Synergies
- Implement immediately
- Maybe the target shows you a better way of doing things (examples)
- Have a plan; have alternate plans (examples)
- And, they lived happily ever after
- Feedback
- Revisit the strategic plan
- Repeat as needed
