Introduction:
This practical course covers the key steps in the Mergers and Acquisitions(M&A) process, from the initial step of valuing the shares in a company through to closing the deal. Whether or not participants practice M&A, this course will provide them an insider's look into what is an undeniable major force in today's corporate arena.
This course will give participants an A-Z understanding of the M&A process and the ability to evaluate whether a merger or acquisition fits with their organization’s strategy. As a result, they will identify the most lucrative M&A opportunities, select the best partners, and get the maximum reward from the deal
Targeted Groups:
This course is suitable for anyone involved in the identification, planning, and execution of a Mergers and Acquisitions opportunity. This includes CEOs, managing directors, general managers, financial directors, accountants, board members, commercial directors, business development directors, strategy planners and analysts
Course Objectives:
At the end of this course the participants will be able to:
- Identify attractive Mergers and Acquisitions (M&A) opportunities
- Formulate the initial steps and the preliminary agreements for a merger or acquisition
- Carry out a full due diligence into the state of affairs of a target company
- Understand the Share Purchase Agreement (SPA) and the Asset Purchase Agreement (APA)
- Take an active role in the exchange and completion stages of a merger or acquisition
- Be an effective part of the post-merger integration to ensure the smooth running of the new organization
Targeted Competencies:
- Identifying M&A opportunities
- Due Diligence
- Organizing Acquisitions
- Structuring Negotiations
- Post-acquisition Integration
- Post-acquisition Audit
Course Content:
Unit 1: Fundamentals of Mergers and Acquisitions:
- Distinction between mergers and acquisitions
- Why do acquisitions take place?
- Diversification
- Consolidation
Unit 2: The Main Distinct Stages of Acquisitions:
- Corporate strategy development
- Organizing for acquisitions
- Deal structuring and negotiations
- Post-acquisition integration
- Post-acquisition audit
Unit 3: Structuring The Merger or Acquisition:
- Drafting preliminary documents
- Heads of terms – legally binding?
- Confidentiality agreement
- Lockout/exclusivity agreements
- How to structure the acquisition
- Share sale
- Business sale
- Hive down of the business followed by share sale
Unit 4: Share Sale VS Business Sale:
- Advantages and disadvantages of share sale: seller versus buyer
- Transactions
- Third-Party consent
- Stamp Duty
- Liabilities
- Avoiding TUPE (Transfer of Undertakings, Protection of Employment)
- Warranties
- Advantages and disadvantages of business sale: Seller VS Buyer
Unit 5: Structuring The Deal:
- How to price the acquisition
- The due diligence process
- Objectives
- Structure
- Scope
- The Purchase Agreements:
- Asset Purchase Agreement versus Share Purchase Agreement
Unit 6: Post-Acquisition:
- Importance of warranties and indemnities
- Effects of breach
- How to minimize claims
- Contractual protection for the seller
- Disclosure letter
- Intellectual property and environmental issues
- Merger control and completion
