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Mergers and Acquisitions
DATE
01 - 01 Jan, 1970
LOCATION
To Be Determined;
Why Attend?
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.
Course Objectives
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By the end of the course, 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
Target Audience
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, and in-house council.
- Fundamentals of Mergers and Acquisitions ( M&A)
- Distinction between Mergers and Acquisitions
- Types of Mergers & Acquisitions
- Horizontal
- Vertical
- conglomerate
- Knowledge of areas of law required in M& A
- The Preliminary documents required in M&A
- Heads of terms- legally binding?
- Confidentiality – do they need to be in writing?
- Lockout/exclusivity agreements- requirements for enforceability
- How to structure the Acquisition
- Share sale
- Advantages and disadvantages from the buyer’s perspective
- Advantages and disadvantages from the seller’s perspective
- Business sale
- Advantages and disadvantages from the buyer’s perspective
- Advantages and disadvantages from the seller’s perspective
- Hive down
- A combination of assert sale and share sale
- Share sale
- Looking at different valuation techniques
- Real Estate Value
- Relief from Royalty
- Discounted Cash Flow
- Market Multiples
- Dividend Yield
- Net Assets
- The Due Diligence Process
- What is it?
- Why do it?
- Scope of due diligence
- Legal
- Financial
- Commercial
- Operational
- The Purchase Agreements
- Share Sale Purchase Agreement v Asset Purchase Agreement v Business Purchase Agreements
- Provisions in a Share Purchase Agreement
- Importance of warranties and indemnities in purchase agreements
- Negotiating warranties from a Share Purchase Agreement
- Contractual protection for the seller
- Disclosure letter
- Share Sale Purchase Agreement v Asset Purchase Agreement v Business Purchase Agreements
- Intellectual property
- What happens to IP in M&A
- Stages of the IP during the M&A process
- Dispute Resolution in M&A
- Litigation
- Arbitration
- Mediation
- The Exchange and completion stages of M&A
- Seller’s document
- Buyer’s document
- The auction process
- The relevant stages
- Advantages and disadvantages from the buyer’s and the seller’s perspective
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