Course dates
Course overview
M&A business volumes have risen steadily in 2010 and 2011 and this trend is set to continue during 2012. In this challenging environment it is very important that transactions are structured carefully, taking account of the changed corporate landscape.
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 and 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?
- Corporate finance professionals in investment banks, corporates and law firms
- Venture capitalists
- Strategic planners
- Management consultants and other strategic consultants
- Lawyers, accountants and tax specialists
- M&A specialists
- Corporate Finance Managers
- Finance Directors and CFOs
- Corporate Treasurers
- Market regulators
Supporting publication
DAY ONE
Introduction and overview
- The concept of shareholder value
- How investment banks add value
- Analysing the company business model
Understanding a company
- How companies pursue the goal of shareholder value
- Defining and understanding corporate objectives
- Risk and return
- Recognising the need to restructure
Evaluating corporate strategy
- Michael Porter’s approach
- The BCG matrix
- Ansoff
- Core competencies
Case study: analysing a company to identify its strategic strengths and weaknesses.
Company valuation
- Introduction to valuation: what is the purpose?
- Generic choices for valuation techniques
- Accounting method
- Net asset value
- Cash flow methods
Valuation exercise: Project Water
– valuing a business through comparable company analysis.
Valuation of companies: cash flow models
- Concept of Discounted Cash Flow (DCF)
- Review of DCF methodology
- Calculation of free cash flow
- Calculation of cost of capital
- Cost of debt
- Cost of equity
- Weighted average cost of capital
- Calculation of terminal value
- Calculation of enterprise and equity values
Exercise: calculating the cost of capital and using DCF to arrive at company value.
DAY TWO
Rationale of takeovers
Synergies and strategy
- The “Winners’ Curse”
- Identification of synergies: operational, financial, tax
- Problems with synergies
- Perception of strategic value
Case study: Lin Broadcasting
Arriving at a valuation for the purposes of an agreed takeover.
DAY THREE
Valuation case study:
- Participants will model a case study to value a retailing company
- They will be required to interpret data and produce a valuation based upon:
- Definition of the critical factors
- Sensitivity of analysis
- Selection of methodology
The case will serve as a practical discussion of valuation topics.
Realising the value
Based on their valuation of a 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 a retailing company Participants will work on the structuring of a buyout of a retailing company, setting the financial and legal terms of the deal.
DAY FOUR
Private transactions: the process
- Options for selling a private business
- Motivations of sellers and buyers
- Running a private sell-side transaction: the 4 key stages:
- Preparation and pricing
- Finding the buyer(s)
- Building up the bids
- Closing the deal
- Documentation
Case study of a private sale: Zeus Watches Participants will advise on the valuation and sale strategy for a private company.
Public offers: the tactics
- Bidder strategies and tactics
- Target strategies and tactics
- Conflicts of interest
- Shareholder relations
- Press campaigns
- Preparation of documentation
- Formal bid defences (the “US Model”)
Case studies: role play of a hostile takeover: Trafalgar House; Kraft / Cadbury
Participants will 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 the real life events.
DAY FIVE
Case study and role-play: Granada vs. Forte
Participants will be given background information surrounding the takeover bid, and will be split into groups representing the boards of Granada, Forte and Regulators such as Stock Exchange. The actual deal will then by played out, 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
- Common elements for success
- Time vs. shareholder value
- Accounting objectives vs. qualitative objections
New techniques in company valuation
- Accounting for uncertainty
- High tech high growth companies
- Real options and decision trees
Exercise: financing and valuing a young company.
Course review and conclusion
Hilton Hotel Singapore, Singapore, Singapore
This programme takes place on a non-residential basis at Hilton Hotel Singapore. Non-residential course fees include training facilities, documentation, lunches and refreshments for the duration of the programme. Delegates are responsible for arranging their own accommodation, however, a list of convenient hotels (many at specially negotiated rates) is available upon registration.
-
Jonathan Wearing
Jonathan Wearing 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.
Jonathan 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, Jonathan 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.
Jonathan has an M.A. in Economics from Cambridge University and was a visiting Lecturer at the City University Business School, from 1999 to 2003.
Interested in holding this course in-house? Please fill out your details and a member of our team will be in touch with more information.
Course dates