Mergers & Acquisitions

3 days 30 Oct - 1 Nov 2017, Singapore Singapore $4,490.00 Download brochure Add to basket
3 days 13-15 Nov 2017, Paris France $0.00 Download brochure Add to basket

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Overview

This propramme has been designed to develop the participants’ understanding of Mergers & Acquisitions (“M&A”).
 

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

 
Methodology

This programme is a mix of lecture, class discussions, exercises and in-depth case studies.

Audience
This programme assumes a basic knowledge of finance and understanding of financial statements.

Who should attend

  •  M&A Specialists
  • Corporate Financiers
  • Commercial and Investment Bankers
  • Analysts
  • Investors
  • Finance Directors
  • Lawyers
  • All those involved in Buyouts and Acquisitions

Instructors

We work with a series of expert instructors, please select the course location of interest to review the credentials of who will be delivering the programme.

Singapore
Paul Richards

The Course Director has taught Masters students at leading business schools in the UK (Cranfield and Cass Business Schools) for more than 15 years. He has also trained successfully for Euromoney for 5 years in more than 100 courses many of which have been customized courses delivered in-house for major banking institutions (eg Barclays, HSBC and other international banking institutions).

He has more than 20 years investment banking experience specialising in domestic and international corporate finance at UBS (Warburg), HSBC and Map Securities (part of Skandia Insurance and Mapfre, Spain). He was also the chief executive of the London merchant banking operation of Credit Industriel et Commercial, a major French banking group.

As a result of this experience, he has extensive first hand experience of: mergers and acquisitions; IPOs; bond issues; secondary market issues; privatisation; debt syndications; corporate treasury; equity valuation; investment analysis; security and derivative valuation; private equity; modelling; corporate governance; and compliance. His consulting and training clients have included a wide range of organisations such as Bowring, Industrial Development Company and Association of Corporate Treasurers and he has also been involved in expert witness work.

Currently, he is CFO at Affinity Real Estate Private Equity and he also undertakes training assignments for Euromoney. He is a non-executive director of Energy Invest Group, a resource financing company.

He won the 2004 Wincott Foundation Prize for his article "Lessons in shareholder value" on the boom and bust in new economy stocks, published in Professional Investor (the journal of the UK Society of Investment Professionals - the UK member society of the CFA Institute).

He has been a member of the FTSE Indices Committee, a member of the Accounting Standards Board working party on Operating and Financial Review and has 12 years’ experience as a non-executive director of a listed UK company.

He is a graduate of Cambridge University and London Business School. He is also a CFA charter holder, an Associate of the Chartered Institute of Bankers, a Member of the Association of Corporate Treasurers and a Fellow of UKSIP.

Paris
Serge Vidal
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.
 

Venue

Singapore

4-5 Star Hotel in Singapore

All of our courses are held in 4 – 5 star hotels, chosen for their location, facilities and level of service. You can be assured of a comfortable, convenient learning environment throughout the duration of the course.

Due to the variation in delegate numbers, we will send confirmation of the venue to you approximately 2 weeks before the start of the course. 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.

Paris

Hilton Paris

This programme takes place on a non-residential basis. 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.

The Hilton Paris is in the chic, residential area of old Paris, at the foot of the Eiffel Tower and next to the vast Champs de Mars Park. Nearby attractions are the Orsay Museum and the Louvre.
 
Accommodation
The 461 spacious rooms and suites in the hotel are all fully equipped to make your stay as comfortable as possible. Amenities include air-conditioning with individual control, direct dial phone, Automatic wake-up call, Mini bar, Electronic door locks with magnetic keycards and satellite television.

Dining
Restaurant Pacific Eiffel - Casual Californian-style restaurant spread over two floors and a garden terrace, offering light, innovative dishes. Hotel guests receive a 25% discount on lunch and dinner. Guests can start the day with coffee and croissants in Bar Suffren, an informal, intimate English-style bar serving snacks all day long and cocktails on the terrace until late.

Leisure
There is a jogging track and tennis courts situated close to the hotel.  Due to its location, the hotel is in an ideal spot for guests to visit the major attractions of Paris, such as the Eiffel Tower and Notre Dam.
 
Location and Contact Details
The hotel is located approximately 45 minutes from Charles De Gaulle airport.
18 Avenue de Suffren
Paris
France 75015
Tel:    +33-1-44385600 

Fax:    +33-1-44385610 
Web:   www.hilton-paris.com

For alternative accommodation please visit: http://www.paris.org/Hotels/ 

 


 

Related Courses

Inhouse


 

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.

To find out more about running this course in-house:





Our Tailored Learning Offering

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 can offer any of our public courses delivered at your office or we can devise completely tailored solutions:


Read more about our offering or complete a call back request to speak to a learning specialist.

 

Agenda

Agendas are localised, please select your preferred location.

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 breakeven 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
  • Timetable
  • 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
  • Riskreturn
  • tradeoff
  • Vendor due diligence
  • Closing the deal

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

Course summary and close

Day 1: M&A Overview

 
1st Session: Corporate Growth

Overview of growth strategies 

  • Greenfield/organic 
  • Joint ventures 
  • Acquisitions

 
Casestudy : Review of the growth strategies for Heineken in Egypt

Advisers and their roles

  • Types and remuneration

 
Case study :
Structuring and pricing of a sell-side mandate

2nd Session: Private Transactions 

  • Type of transactions : auction, competitive process, bilateral negotiation 
  • Timetable and process

 
3rd Session : Public Takeovers 

  • 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

 
Case study :
Review of strategies used in Sanofi’s bid for Aventis and in Mittal’s takeover of Arcelor

4th Session : Key M&A Documents 

  • Definition 
  • Non Disclosure Agreement (NDA), Information Memorandum 
  • Sales and Purchase Agreement (SPA), shareholders agreement, management agreement

Case study : Analysis of several key M&A documents including NDA, offer letter and SPA

5th Session: Due Diligence 

  • Definition 
  • Private vs. public transactions 
  • Timing 
  • Key areas covered

Case study : Analyse the key elements of the due diligence for a UK company manufacturing wound products

6th Session: Synergies 

  • Types of transactions 
  • Types of synergies: operational, financial and tax 
  • Achieving synergies


Case study : Indentify the synergies for the Air France-KLM merger and Barilla-Kamps transaction

2nd Day: Valuation Methodologies

 
1st session: Asset vs. Share Purchase 

  • Key considerations and structuring for an asset purchase 
  • Review of a share purchase

 
2nd session: Valuation Methodologies 

  • Review of key valuation methodologies and when to use them

 
Case study : Matching various valuation methodologies with different scenarios

3rd session: 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

 
Case study : First, calculate sub-parts of a DCF (FCF from EBIT, WACC, terminal value) and then perform an entire DCF on a listed entity

4th session: 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

 
Case study
: Perform the relative valuation of a UK supermarket and a water utility company based on its peer group
 
5th session: Other Valuation Methodologies 

  • LBOS 
  • Net Asset Value 
  • Dividend Yield and Dividend Discounting 
  • Sum-of-the-Parts

 
6th session: Valuing Synergies 

  • Phasing of synergies 
  • Restructuring costs 
  • NPV of synergies

 
Case study : Perform the NPV of synergies for the acquisition of a bank by Barclays based on assumed cost, revenue synergies and restructuring charges
 
7th session:  Bridging Valuation Gap 

  • Earn-outs 
  • Deferred consideration

3rd Day : Deal Impact - Acquisition and Divestitures

 
1st session: Consideration and Financing for an Acquisition 

  • Key considerations and structuring for an acquisition 
  • What financing are available for an acquirer?

 
Case study : Compare bids received by Normandy Mining
 
2nd session: 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

 
Case study : Perform an in-depth case study of the impact of Danone purchase of Campbell
 
3rd session: 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

Why us


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.

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  • 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.
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