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Legal & Contracts Management

Mergers & Acquisitions Strategies




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