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Euromoney Learning Solutions

Mergers & Acquisitions

Available dates

Dec 2—4, 2019
3 days
London, United Kingdom
GBP 3395 ≈USD 4403
GBP 1131 per day


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About the course

Explore the M&A processes, multiple tradings and much more in this course

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


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


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


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

Trust the 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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