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Mergers & Acquisitions
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Mergers & Acquisitions is designed to help you develop a practical understanding of Mergers & Acquisitions (“M&A”) through detailed analysis and group discussions on several case studies.
By the end of this programme, you will be able to: • Differentiate between a public and a private M&A process
• Understand the timing and key elements of a tender offer
• Analyse the key steps for the different private M&A processes
• Detail the main documents present in an M&A transaction
• Explain where synergies are derived from
• Based on annual reports and forecasts, perform all the key valuation methodologies: DCF, trading multiples and LBO
• Understand the different forms of consideration and financing available
• Analyse the key metrics looked at by an acquirer: accretion/dilution, pro forma balance sheet, synergies paid away, etc.
• Differentiate between the different divestitures alternatives and understand their key impacts
Methodology
This programme is a mix of lecture, class discussions, exercises and in-depth case studies.
Pre-requisites
This programme assumes a basic knowledge of finance and understanding of financial statements.Note - A good level of spoken and written English is required to attend this course. Delegates should be of an intermediate standard in English at a minimum. Please refer to the Common European Framework of Reference for Languages - as a guide the level required is B2.
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Day 1: M&A Overview
Corporate Growth
Overview of growth strategies
- Greenfield/organic
- Joint ventures
- Acquisitions
Advisers and their roles
- Types and remuneration
Private Transactions
- Type of transactions : auction, competitive process, bilateral negotiation
- Timetable and process
- Public takeovers vs. private transactions
- General principles of the takeover code
- Mandatory offer
- Squeeze-out mechanism
- Offer price
- Counter-offers
- Timetables
- Bidder’s strategy and tactics
- Target’s defense strategy and tactics
Key M&A Documents
- Definition
- Non Disclosure Agreement (NDA), Information Memorandum
- Sales and Purchase Agreement (SPA), shareholders agreement, management agreement
Due Diligence
- Definition
- Private vs. public transactions
- Timing
- Key areas covered
Synergies
- Types of transactions
- Types of synergies: operational, financial and tax
- Achieving synergies
Asset vs. Share Purchase
Day 2: Valuation Methodologies
- Key considerations and structuring for an asset purchase
- Review of a share purchase
- Review of key valuation methodologies and when to use them
Discounted Cash Flows (DCF)
- Rationale for DCF valuation
- Methodology
- Choice of Forecast Period
- Calculation of Free Cash Flows (FCF)
- Terminal Value
- From Enterprise Value to Equity Value
Trading and Transaction Multiples
- Valuing minority stakes or controlling transactions
- Enterprise value vs. equity multiples
- Historical, current or prospective ratios
- Applicability of EV/Sales, EV/EBITDA, EV/EBIT, P/E, P/B
Other Valuation Methodologies
- LBOS
- Net Asset Value
- Dividend Yield and Dividend Discounting
- Sum-of-the-Parts
- Phasing of synergies
- Restructuring costs
- NPV of synergies
Bridging Valuation Gap
- Earn-outs
- Deferred consideration
Day 3 : Deal Impact - Acquisition and Divestitures
Consideration and Financing for an Acquisition
- Key considerations and structuring for an acquisition
- What financing are available for an acquirer?
Deal Impact
- Review of key impact of a transaction: EPS, RoI, leverage, ownership dilution, premium paid vs. synergies
- Examples for EPS and premium paid vs. synergies
Corporate Restructuring Alternatives
- Key goals of a corporate restructuring
- Motivation, structure, balance sheet impact, EPS accretion/dilution analysis performed for each of the following types of corporate restructuring
- IPO
- Spin-off/split-up:
- Split-off
- Equity carve-out
Case study: Analyse and compare the impact of various business restructuring
Course summary and close -
Our Tailored Learning Offering
Do you have five or more people interested in attending this course? Do you want to tailor it to meet your company’s exact requirements? If you’d like to do either of these, we can bring this course to your company’s office. You could even save up to 50% on the cost of sending delegates to a public course and dramatically increase your ROI.
If you want to run this course at a location convenient to you or if you want a completely customised learning solution, we can help.
We produce learning solutions that are completely unique to your business. We’ll guide you through the whole process, from the initial consultancy to evaluating the success of the full learning experience. Our learning specialists ensure you get the maximum return on your training investment.
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We have a combined experience of over 60 years providing learning solutions to the world’s major organisations and are privileged to have contributed to their success. We view our clients as partners and focus on understanding the needs of each organisation we work with to tailor learning solutions to specific requirements.
We are proud of our record of customer satisfaction. Here is why you should choose us to help you achieve your goals and accelerate your career:
- Quality – our clients consistently rate our performance ‘excellent’ or ‘outstanding’. Our average overall score awarded to us by our clients is nine out of ten.
- Track record – 10/10 of the world’s largest banks have chosen us as there training provider and we have delivered training across the largest banks and have trained over 25,000 professionals.
- Knowledge – our 100+ strong team of industry specialist trainers are world leading financial leaders and commentators, ensuring our knowledge base is second to none.
- Reliability – if we promise it, we deliver it. We have delivered over 25,000 events both in person and online, using simultaneous translation to delegates from over 99 countries.
- Recognition – we are accredited by the British Accreditation Council and the CPD Certification Service. In an independent review by Feefo we scored 4.2/5 on service and 4.7/5 on Coursecheck
Instructor
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Serge Vidal
- Having succesfully completed M&A and capital market transactions in excess of EUR 30 billion across multiple geographes, my courses are designed to elevate the participants' understanding of all aspects of M&A and reinforce learning with relevant, real-life case studies.
Biography
Serge is an experienced Corporate Finance professional with over 20 years’ experience in M&A and capital market transactions. He has successfully completed in excess of EUR 30 billion across multiple geographies (US, Europe, MENA).He began his career as a Credit Analyst at Banque Continentale in Luxembourg, before moving to the Investment Banking division at Citigroup (ex-Salomon Smith Barney) in London and New York where he worked on variety of M&A, LBO and debt offerings, mainly for financial services clients. He became Vice-President in the internal M&A department of Barclays Bank in London before moving on to a Directorship role at the Investment Banking division of Commercial International Bank (CIB), Egypt. Whilst there, he successfully completed several transactions including two sell-side M&A, one follow-on equity offering and a delisting. He worked extensively with leading sovereign wealth funds, private equity firms and prominent families in the Middle East.
