Mergers & Acquisitions

Euromoney Learning Solutions

How long?

  • 3 days
  • online

What are the topics?

Euromoney Learning Solutions

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About the course

Understand key elements and documentation of the M&A process with our 3 day course

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.

Agenda

Day 1: M&A Overview

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

Private Transactions

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

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

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

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

Asset vs. Share Purchase

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

Valuation Methodologies

  • Review of key valuation methodologies and when to use them

Case study : Matching various valuation methodologies with different scenarios

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

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

Other Valuation Methodologies

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

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

Bridging Valuation Gap

  • Earn-outs
  • Deferred consideration

3rd Day : 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?

Case study : Compare bids received by Normandy Mining

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

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

Experts

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...

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Mergers & Acquisitions at Euromoney Learning Solutions

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