Course overview
'Strategic Issues and Deal Structuring in Mergers and Acquisitions' aims to provide delegates, who already have transaction experience, essential knowledge in executing mergers and acquisitions.
Build on your existing M&A transaction experience and gain new insight into today's market practices and procedures, accounting issues, acquisition and defence strategies.
Summary of course content
- Rationale for takeovers
- Synergies and strategy
- Structuring investment/transaction
- Leveraged buyouts and management buyouts
- Private transactions vs. public offers
- Hostile take-overs
- Post merger management
- New techniques in company valuation
Methodology
- Formal lecture sessions
- Heavy emphases on worked examples, case studies and simulation exercises
- Interactive computer-based case studies to encourage delegates to think more about strategic issues
Who should attend this training course?
- M&A specialists
- Corporate finance managers
- Strategic planners
- Finance directors and CFOs
- Management or strategic consultants
- Corporate treasurers
- M&A lawyers, accountants and tax specialists
- Market regulators and government agencies involved in privatisations
Supporting publications
DAY ONE
Rationale of takeovers
- Acquisition vs. organic growth
- What makes a takeover successful?
- Strategic decision making
Exercises: comparing and calculating strategies Synergies and strategy
- The "Winners' Curse"
- Identification of synergies: operational, financial, tax
- Problems with synergies
- Perception of strategic value
Case study: BT/MCI
Analysing corporate strategy and deal structuring
Case study: Lin Broadcasting
Arriving at a valuation for the purposes of an agreed takeover
DAY TWO
Valuation case study:
- Model a case study to value a retailing company
- Interpret data and produce a valuation based upon:
- definition of the critical factors
- sensitivity of analysis
- selection of methodology
Realising the value
- Based on their valuation of the retailing company, delegates work on a financial and strategic plan to
maximise the share price
Leveraged Buyouts (LBOs) and Management Buyouts (MBOs)
- Principles
- Risk vs. rate of return
- Transaction structuring
Case study: Buyout of an industrial company
Structuring the buyout of a retailing company, setting the financial and legal terms of the deal
DAY THREE
Private transactions: The process
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Options for selling a private business
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Motivations of sellers and buyers
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Running a private sell-side transaction: the 4 key stages:
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Preparation and pricing
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Finding the buyer(s)
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Building up the bids
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Closing the deal
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Documentation
Case study of a private sale: Zeus Watches
Advise on the valuation and sale strategy for a private company
Public offers: The tactics
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Bidder strategies and tactics
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Target strategies and tactics
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Conflicts of interest
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Shareholder relations
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Press campaigns
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Preparation of documentation
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Formal bid defences (the "US Model")
Case study and role-play of a hostile takeover: Kraft vs. Cadbury
Role-play the different parties in a re-run of an actual hostile takeover battle. At key points of the deal, the players must decide what action to take, and their decision is then compared to real life events
DAY FOUR
Case study and role-play: Granda vs. Forte
Split into groups representing the boards of Granada, Forte and Regulators such as the Stock Exchange. The actual deal will then be played out and the roles and actions of each party analysed. The whole group will then track the success of the deal up until 2001 and assess whether it was successful in delivering
shareholder value
Post merger management
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Common elements for success
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Time vs. shareholder value
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Accounting objectives vs. qualitative objections
New techniques in company valuation
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Accounting for uncertainty
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High tech high growth companies
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Real options and decision trees
Exercise: financing and valuing a young company
Course review and conclusion
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The Course Director runs his own corporate consultancy and corporate finance advisory business in the City of London. Besides providing strategic advice and working on M&A transactions, he is involved in the raising of early-stage and development capital for small companies with the potential for fast growth. He holds a number of non-executive directorships of investee companies.
He began his City career in the corporate banking group of Citibank N.A. London where his responsibilities involved the provision of acquisition finance and the development of international banking business for a variety of corporate customers. After six years of relationship management responsibilities he spent two years organising problem loan workouts for companies that had fallen into difficulties, most notably ICL and Chloride Group.
From there, he moved to Citicorp Investment Bank Ltd, where initially he was a member of a small team responsible for originating euromarket and corporate finance business with UK corporates. This led to a specialisation on M&A activities followed by membership of CIBL¡¦s corporate finance department, of which he was a Director. In addition to traditional London flotation, takeover and rights issue transactions, he was involved in cross-border deals, covering India, Singapore, Australia and Europe. These included joint ventures, mergers and acquisitions, buyouts and company listings.
He has an M.A. in Economics from Cambridge University and was a visiting Lecturer at the City University Business School, from 1999 to 2003.
Courses run by this instructor
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