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Mergers & Acquisitions Training Week (Modular Course)

Gain an understanding of international sales & purchase of companies
  • The Mergers & Acquisitions Training Week is comprised of 2 modules:


    Module 1 - Mergers and Acquisitions - Days 1 - 3
    Module 2 - Mergers and Acquisitions Documentation and Negotiation - Days 4 & 5

    At the end of this programme, the participants 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



    This programme combines lectures, group discussions, exercises and in-depth case studies.



    This programme assumes a basic knowledge of finance and understanding of financial statements.
  • This course is made up of two individually bookable modules
    Module 1 - Mergers and Acquisitions - Days 1 - 3
    Module 2 - Mergers and Acquisitions Documentation and Negotiation - Days 4 & 5

    Module 1 - Mergers & Acquisitions


    Day 1

    Prerequisites to a successful deal

    Session I: key steps in the M&A process

    Strategic decision making: do companies need to grow?
    Acquisition vs. organic growth
    Strategic considerations
    Types of transaction: strategic or financial
    Developing a strategic approach to acquisitions
    Screening potential targets
    Deals from hell
    What is success?
    Types of synergies: operating or financial
    Revenue enhancement or cost cutting

    Case study: Identify causes of failures from some spectacular M&A disasters.

    Session II: growth by acquisition, by joint venture or organically

    Types of synergies: operating or financial
    Revenue enhancement or cost cutting
    Cut the fat not the muscle
    Advantages of each expansion route
    What can go wrong?

    Case study: An acquisition in the airline industry

    Session III: due diligence - friendly/hostile deals

    Legal risks in acquisitions
    Mitigating risk via due diligence
    Legal protections
    Credit risk in the event of a problem
    Impact of the nature of the transaction (friendly / hostile) on due diligence

    Case study: Issues arising in due diligence for a carve-out

    Session IV: M&A valuation - cashflow approach

    How value is driven by cashflows rather than profits
    Calculating free cashflow
    The value drivers and the basis of cashflow valuation
    Cost of equity: dividend models
    Capital structure concepts
    Cost of debt: coupon vs. yield, market vs. book value
    The cost of equity

    Day 2

    Valuation & Structuring

    Session I: using WACC to value an acquisition target


    Developing a model of cashflows
    Estimating the terminal value
    The steady state scenario
    Sensitivity analysis of the terminal value
    Checking assumption integrity
    Case study: Valuation of an acquisition prospect using WACC

    Session II: multiples based valuation techniques

    Asset valuations: forced sale vs. going concern
    Price / earnings multiples
    Earnings related multiples: EV / EBIT(DA)
    Other multiples: sales, book value, per subscriber
    Selection of comparable companies

    Case study: A break-up analysis for a global brand

    Session III: the impact of the financials of the bidder

    Financial analysis: producing pro forma projections
    Valuing synergies and assessing the reality of achieving them
    Analysing the effect of synergies on financials including earnings
    The break-even price earnings ratio for debt
    Establishing the amount of debt that can be used
    Using bridge finance pending equity or debt issues
    Case study: Pro forma analysis of an acquisition prospect

    Session IV: financing the acquisition and deal structuring

    Assessing the impact on the value of the acquirer's shares
    Paying with shares or cash or a combination? Pros and cons of each
    Event risk and capital structure objectives
    Underwriting a share issue
    Bridging the valuation gap: earnouts

    Case study: Pro forma analysis of an acquisition prospect

    Day 3

    Financial acquisitions: Public to Private (P2P)

    Session I: financial acquisitions - leveraged buyouts
    Types of leveraged transaction: LBO, MBO, MBI, BIMBO, SBO, P2P
    Acquisitions suitable for leveraged finance
    LBO analysis as a valuation metric
    LBO deal structuring: equity and debt
    The leveraged buyout process

    Case study: Estimating returns in a recent buy-out of a buy-out (BOBO)

    Session II: capital structure in LBOs

    Senior debt multiples
    Mezzanine: cost and use of warrants
    Second lien financing
    Providers of capital
    Remuneration of equity capital providers
    Bridges to second stage financings

    Case study: Leveraged LBO financing for a P2P

    Session III: disposals - the process

    When to announce
    The data room
    Presentations to potential purchasers
    The short list
    Vendor due diligence
    Closing the deal

    Case study: Accelerated IPO as a disposal option

    Session IV: M&A arbitrage trading

    Hedge fund strategies in M&A situations
    Liquidity costs
    Outcome analysis
    Vendor due diligence
    Closing the deal

    Case study: Compete to run ARB trading positions in a takeover

    Module 2 - Mergers & Acquisitions Documentation and Negotiation

    Day 4

    Key M&A Documents

    Confidentiality agreement
    Teaser/Information Memorandum
    Head of terms/Letter of intent
    Exclusivity agreements
    Sales & Purchase Agreement (SPA)
    Shareholders agreement
    Management agreement


    Focus on the SPA

    The skeleton structure of a contract
    Boiler plate – what’s covered
    Assets vs. share
    Price and payment structures
    Representations & warranties
    Condition precedents
    Other relevant matters

    Completion and Price Adjustment Mechanism
    Locked box vs. completion accounts: pros/cons and key issues
    Cash free/ debt free
    - Cash vs trapped cash
    - Debt – what is included?

    Adjustments for working capital & capex
    - Receivables
    - Inventory
    - WIP – problem areas
    - Normalised working capital
    - Normalise capex level

    Other adjustments to the price – warranties & indemnity claims

    Day 5

    Soft Kills to Negotiate an SPA

    The ten fundamentals principles to negotiation techniques

    - Set maximum and minimum objectives
    - Keep analysing the deal variables
    - Always aim high
    - Never give a concession – always trade it
    - Keep the whole relationship in mind
    - Know when to walk away from a deal
    - Know the negotiation process
    - Have a BATNA (Best Alternative To a Negotiated Agreement)
    - Select an effective negotiation strategy
    - Change your strategy if necessary but never change your BATNA

    The six rules of influence: reciprocation, scarcity, authority, commitment, liking and consensus

    - Before the negotiation, decide what you will do if nothing comes of the negotiation
    - Unless you have a plan B, your anxiety may reach dangerous levels
    - BATNAs set the threshold in terms of the full set of interests that any acceptable agreement must exceed
    - Both parties doing better than their BATNAs is a necessary condition for an agreement
    - Zero sum fallacy
    - Participant's gain (or loss) is balanced by the losses (or gains) of other participant(s)

    Final Case Study

    The participants are split into two groups

    - A buyer (a multinational company) and a seller (a private equity firm)

    The key focus will be on negotiating and executing deals smoothly and correctly to the best interest of the parties while arriving at an acceptable solution for both parties

    The participants will role-play the M&A negotiation in two rounds

    Round I

    The seller has been running a competitive process and has received non-binding offers
    One of the buyers is trying to obtain an exclusivity and has asked for a meeting with the seller to discuss their bid and the key clauses of the SPA.

    Round II

    The interested buyer has been granted exclusivity and is negotiating the following SPA clauses:

    - The price adjustment mechanism: locked box vs. completion account
    - An earn-out or deferred payment structures
    - The potential adjustments to working capital and capex
    - The representation & warranties and related indemnities
    - A pro or anti-sanbagging provision
    - A MAC clause

    Course Summary & 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.

  • 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
This course can be run as an In-house or Tailored Learning programme


  • 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.


    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.