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Executive Education
Clariden Leadership Institute
M&A for Board of Directors (UK)
Thomas Kessler
IntegrationSuccess GmbH
Thomas Kessler, IntegrationSuccess GmbH

 

  • Thomas has led some of the most successful M&A deals around the world – including Deutsche Post acquisition of Global Mail, Goodyear Sumitomo Rubber merger, Avaya Global Connect joint venture with Tata and Albany International and Geshmay group merger
  • His successful deal transactions have been selected by Harvard as part of Harvard Business School case studies on mergers and acquisitions
  • Accomplished faculty leader who has taught in institutions like the KPMG Zürich University, PwC European Center of Excellence and more

 

With over 19 years of M&A experience, Thomas Kessler has led major landmark M&A transactions including Deutsche Post acquisition of Global Mail, Deutsche Telekom Orange Netherlands combination, Goodyear Sumitomo Rubber merger, Avaya Global Connect JV with Tata, Wacker and Air Products JV and the Albany International and Geshmay group merger. The latter has been featured as a Harvard Business School Case Study. He is now the Founder and Managing Partner of IntegrationSuccess GmbH. His primary focus is on creating financial value for companies through M&A, JV and corporate restructuring. He has been involved in over 25 major transactions with a total valuation of more than US$20 billion. Thomas is an accomplished faculty leader in universities and institutions globally such as the KPMG, Zürich University PWC European Center of Excellence and Ericsson Training Center.

 


Testimonials

"This is one of the best courses I have attended. Very comprehensive and detailed in coverage." - SVP, TriQuint International Pte Ltd

 

"Thomas Kessler’s enthusiastic participation in all of our training was excellent. I have no doubt that it would not have been that success without his presence. Both of his expertise and personal attitude have made a great impact towards delegate’s expectations." - VP and MD, TriQuint International Pte Ltd

Program Summary

 

Mergers and acquisitions demand the right skills, governance and strategy. Based on a recent Harvard Business School article, 70% of acquisitions fall short of meeting their financial expectations and 97% of public M&A deals resulted in a litigation. This comprehensive executive program is designed to help Board Members and Senior Leadership teams guide their company to make their M&A strategies right.

 

In this two-day intensive executive program, you will learn how to establish effective M&A governance, review and approval process - from overseeing an acquisition's strategic fit to examining the potential value created by the deal and ensuring a successful post-merger integration strategy. You will discover how to test the alignment of the deal with your company’s strategy, challenge its value-creation potential, monitor key aspects of the due diligence process closely before approving and ensure your management has undertaken a rigorous due diligence.

 

Throughout the program, you will also learn to examine the key issues a board should consider when evaluating a deal, minimize any potential litigation & conflicts due to rising shareholder activism and learn the intricacies and best practices of M&A transactions throughout the deal lifecycle, from strategy development to origination, execution and post-deal integration.



Programs, dates and locations are subject to change. In accordance with Clariden Global policy, we do not discriminate against any person on the basis of race, color, sex, religion, age, national or disability in admission to our programs.

Introduction

 

More M&A activities are expected over the next 18 months. Whether a potential M&A transaction is initiated or welcomed by the company to be acquired or results from an unwelcome suitor’s offer, the board plays a critical role in evaluating whether the transaction is in the best interests of the company and its shareholders such that it should be pursued or rejected.

 

At the same time, companies and their boards are becoming more sensitive to shareholders' concerns regarding M&A success rates. A significant number of deals are falling short of achieving their projected shareholder returns for a variety of reasons, ranging from valuation overreach, overly optimistic projections and assumptions, the lack of a rigorous due diligence process, to develop a robust post-merger integration plan and monitor the execution of that plan. Based on a recent Harvard Business School article, 70% of acquisitions fall short of meeting their financial expectations and 97% of public M&A deals resulted in a litigation.

 

This comprehensive executive program is designed to help Board Members and Senior Leadership teams guide their company to make their M&A strategies right. In this two-day intensive executive program, you will learn how to establish effective M&A governance, review and approval process - From overseeing an acquisition's strategic fit to examining the potential value created by the deal and ensuring a successful post-merger integration strategy. You will discover how to test the alignment of the deal with your company’s strategy, challenge its value-creation potential, monitor key aspects of the due diligence process closely before approving and ensure your management has undertaken a rigorous due diligence.

 

Throughout the program, you will also learn to examine the key issues a board should consider when evaluating a deal, minimize any potential litigation & conflicts due to rising shareholder activism and learn the intricacies and best practices of M&A transactions throughout the deal lifecycle, from strategy development to origination, execution and post-deal integration.

What You Can Expect

 

  • Develop M&A Capabilities – Understand the steps to build a successful M&A management team for your organization with the right capability and deal structuring knowledge
  • Value Creation - Discover how to examine the value creation potential of the deal, strategic fit and alignment
  • Financial - Review the financial impact of the deal on your company and understand shareholder's reaction and concerns to the deal before the deal goes public
  • Due Diligence - Understand the key due diligence required when conducting an M&A process
  • Post Merger - Examine the post-merger integration plan in detail, and track performance against the plan
  • Governance - Understand the key steps a board should take to be well-prepared for any M&A transaction that may arise
  • Fiduciary Duty - Review the key issues that boards should consider when evaluating a proposed deal, including governance, conflicts, fiduciary duty, deal review and approval processes to ensure litigations and conflicts are minimized
  • Conflicts - Understand how to maintain the board’s objectivity, be sensitive to possible management bias, and ensure that any concerns raised by the due diligence and integration teams are not overshadowed by pressures to get the deal done
  • Board Composition - Understand how to build a diverse board with different roles and perspectives. Having the right composition — a diversity of director backgrounds, perspectives, skills and experiences — can greatly enhance the board’s effectiveness

Who Will Benefit Most

 

This highly interactive program is designed for Chairmen, Board Members, General Counsels, C-level and senior level executives (SVP, VP, MD, Director, Head) who are involved in M&A or who are in these roles or related ones: CFO, Finance, Financial Controller, Strategic Planning / Management, Corporate Planning / Strategy, Group Strategy, Business Planning / Analysis / Development.

Program Outline

 

DAY 1

 

CORPORATE GOVERNANCE AND M&A TRANSACTIONS – WHERE DOES M&A GOVERNANCE FIT IN?

  • M&A TRANSACTION CATEGORIES AND CORPORATE GOVERNANCE – SETTING THE STAGE! Corporate governance mechanisms and their application during different M&A transaction categories. What are the key questions for a board to answer in order to ensure independent decision-making? How can non-executive board directors ensure that M&A transactions are value enhancing?
  • ‘Group Exercise I’ CASE DISCUSSION - How did the Heinz board ensure adherences to corporate governance while being acquired by Berkshire Hathaway and 3G.

 

THE IMPORTANCE AND TRENDS OF M&A GOVERNANCE – PRESSURE FROM REGULATORS AND INVESTORS, M&A PERFORMANCE AND STRUCTURAL CHANGES?

  • CORPORATE GOVERNANCE – HOW TO MANAGE THE EXPECTATIONS OF DIFFERENT STAKEHOLDERS: Understanding shareholder activists? Ways to prepare for and manage shareholder activist campaigns. How do boards best prepare for regulatory challenges and trends such as (tax inversion, Brexit, increased scrutiny of Chinese FDI, etc.)
  • ‘Group Exercise II’ CASE DISCUSSIONS – Learning from Carl Icahn’s shareholder activist investments?

 

M&A STRATEGY – HOW AND WHEN DOES M&A ADD OR DESTROY VALUE; WHAT IS A SOUND M&A STRATEGY?

  • KEY CHARATERISTICS OF VALUE CREATION IN MERGERS & ACQUISITIONS: The importance of experience and expertise, deal structure and integration approach. What do empirical studies tell us about the value creation in M&A? The 7 deadly sins of M&A - or what triggers M&A failure?
  • ‘Group Exercise III’ discussion of the key characteristics of M&A transactions

 

THE M&A PLAYBOOK

  • THE IMPORTANCE OF A PROPER M&A PLAYBOOK IN THE M&A GOVERNANCE PROCESS: Why establishing a M&A playbook is necessary? What is the content of a good playbook?
  • ‘Group Exercise IV’ Comparing several M&A playbook outlines and discussing content, approach and benefits.

 

ENSURING STRATEGIC FIT USING A ROBUST FRAMEWORK

  • ADVANCED STRATEGIZING MODEL: Linking situation analysis, scenario development, strategy development and goal/criteria assessment to option evaluation
  • ‘Group Exercise V’ Discussion of the application of appropriate tools to support the various elements of the strategizing model – enabling re-thinkability of thoughts and corporate decisions
  • GROW FROM THE CORE – WHEN TO INVEST – WHEN TO DIVEST? How easy and natural will the target add value to your business? How significant will the value contribution be?
  • THE GE 9 BOX MATRIX – THE FUNDAMENTAL IDEA BEHIND WHERE TO INVEST AND WHERE TO DIVEST? How does the comparison of industry attractiveness and business strength assist you in defining which target may be best to support your growth strategy, or which business unit may be best to divest?
  • STRATEGY THAT WORKS – COHERENCE ACROSS VALUE PROPOSITION, CAPABILITY SYSTEM, AND THE PRODUCT AND SERVICE PORTFOLIO Why it is important to align value creation for customers with a distinctive capability system that enables a differentiated product and service portfolio? How to ensure that your target fits in?
  • INSEAD’S RESOURCE PATHWAY FRAMEWORK – SELECTING THE RIGHT CORPORATE GROWTH APPROACH ALIGNING RESOURCE, CONTROL AND RISK! How easy and natural will the target add value to your business? How significant will the value contribution be?
  • ‘Group Exercise VI’ Discussion of the various strategy tools and application based on various case studies

 

THE M&A LIFE CYLE – MANAGING THE DEAL PROCESS

  • THE ACQUISITION PROCESS: Structuring your deal process: How to link your corporate strategy with your M&A strategy to drive your strategic selection. How to manage key steps in the acquisition process from NDA and non-poaching agreement, to due diligence, management presentations, no shop agreement, SP&A, signing process to closing. How to address the steps when bidding for a target as part of an auction process vs. negotiating a transaction.
  • THE DIVESTITURE PROCESS: Structuring your sale process: How to manage the transaction process when you are on the sell side.
  • THE BOARD AND THE TRANSACTION PROCESS: Interaction among the board and non-executive board members. How to ensure the proper governance process is in place and lived.
  • ‘Group Exercise VII’ Discussion of the deal process using a variety of case studies

 

TRANSACTION ORIGINATION AND SETTING UP THE M&A TEAM – THE FOUNDATION FOR GOOD M&A GOVERNANCE

  • PRE DEAL IS POST DEAL – MINDSET AND PREPERATORY STEPS THAT DETERMINE YOUR SUCCESS POST DEAL: What are the five critical steps during the “Strategic Selection Phase”
  • Hunting for the right partner: Discussion of sources of deals – Presentation and ‘Group Exercise II’ – identify your relevant sources
  • Assembling the right team: Discussion of size and skills
  • Building a list and establishing a shortlist of targets: Approach to identify your best target
  • Profiling your target: Which criteria are essential for pre and post acquisition success? Discussion of potential risks that could cause value erosion post deal? How to assess anti trust risks? Linking the information memorandum to your due diligence planning.
  • Building your M&A vision: What will get your board to buy? What will get you to demonstrate success post deal?
  • ‘Group Exercise VIII’ – Define your key focus points of your M&A strategy based on competitive strength, focus on core, target screening, anti trust regulatory approval, sound investment case, solid relationship with target, size and frequency of acquisitions key operational and cultural issues

 

 

DAY 2

 

M&A RISK MANAGEMENT – THE DUE DILIGENCE PROCESS AS A TOOL TO MANAGE THE RISK ASSOCIATED WITH THE ACQUISITION

  • UNDERSTANDING DUE DILIGENCE: Discussion of the due diligence process and its components
  • COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSES ON A TARGET BUSINESS: What are the most critical financial metrics that need to be fully understood?
  • ‘Group Exercise IX’ – Discussion on the importance of understanding the story behind the numbers.

 

M&A RISK MANAGEMENT – SYNERGIES & DISSYNERGIES – ANALYZING THE TARGET COMPANY AND ITS VALUE CREATION POWER

  • ANALYZING TRANSACTION SYNERGIES AND RISKS: Discussion of possible transaction challenges, risks, hurdles versus synergies and dis-synergies. How to identify and quantify synergies using interviews? Introducing two largely successful synergy analysis templates used by MNCs and SMEs.
  • ‘Group Exercise X’ – Discussion about the criticality of synergies for any significant acquisition. How to manage deal pressure from overconfident board members?

 

BUSINESS VALUATION

  • IDENTIFY THE KEY COMPONENTS OF THE PURCHASE PRICE FORMULA: ‘Group Exercise XI’ – Case Study / class exercise on business valuation. Understanding the foundational elements of the purchase price formula
  • THE DIFFERENT APPROACHES USED FOR VALUATION AND THEIR DIFFERENCES: ‘Group Exercise XII’ – Group discussion of the valuation methodologies (DCF and value drivers, net asset methodology, different types of multiples, comparable transactions, method mix, impact of size on valuation, the reason for potential control premiums in public transactions and potential discounts in private deals)
  • HOW WILL SPECIFIC CORPORATE SITUATIONS IMPACT VALUATION RESULTS? Should you incorporate the value of synergies into the overall pricing of a transaction? How to conduct valuations of loss makers using multiples? How do restructuring costs impact valuations? How to use earn-outs in your valuation? How to incorporate LBO valuation principles into your pricing?

 

M&A NEGOTIATION

  • THE LETTER OF INTENT AND ITS STRATEGIC IMPORTANCE: Starting M&A negotiations with the Letter of Intent or Term-sheet. Structure, reason and purpose of the Letter of Intent vs. that of a Term-sheet. When do you sign a Letter of Intent versus a Term-sheet?
  • THE SALE AND PURCHASE AGREEMENT (SPA): Developing and or reviewing the clauses of the sale and purchase agreement (SPA) while progressing with due diligence (auctioned / negotiated deal) while preparing and driving M&A negotiations.
  • BUILDING YOUR M&A NEGOTIATION STRATEGY AND PREPARING YOUR M&A NEGOTIATION TACTICS - How to prepare for M&A negotiations using the PIANO method (Harvard concept based on Fisher, Ury, and Patton)? Which 8 key interests should you prepare for your M&A negotiation? How to apply 5 tactical steps leading difficult negotiations.
  • ‘Group Exercise XIII’ – Simulation of a negotiation of a revived transaction

 

SETTING UP APPROVAL PROCESSES AND USING COMMITTEES APPROPRIATELY

  • LINKING THE M&A / DIVESTITURE PROCESS TO THE BOARD APPROVAL PROCESS: What committees should support a M&A / divestiture decision? (Audit & Risk committee, Investment & Finance committee, HR Nomination & Renumeration committee, M&A Committee)
  • Under which circumstances is the board well advised to put special committees in place to decide about M&A / divestiture transactions? What is the appropriate timing to do so? How to best evaluate the adequacy of the independence of the directors appointed specifically to the M&A committee? What scope should the mandate entail? How should the M&A committee interact with the Investment & Finance committee? What role should financial and legal advisors play when engaged by the M&A committee? What should be the role of the in-house counsel in connection with the M&A committee? How to ensure the fiduciary duties are adhered too?

 

POST MERGER INTEGRATION SUCCESS

  • 8 KEY PHASES OF PRE AND POST MERGER INTEGRATION: Delegates will review key phases, their components, including practical to do’s to implement and manage any integration effectively
  • 7 DEADLY SINS OF M&A INTEGRATION
  • HOW TO MANAGE THE INTEGRATION PRO-ACTIVELY FROM AN INTEGRATION MANAGEMENT OFFICE POINT OF VIEW?
  • HOW TO PLAN FOR DAY ONE? - Rigorous focus eliminates overwhelm and accelerates a successful integration
  • WHAT IS GOING ON IN THE MIND OF YOUR STAKEHOLDERS AND HOW TO MANAGE THE COMMUNICAITON WITH ALL INVOLVED? – How to align your stakeholders around your key objectives while maintaining a healthy dialog, driving the momentum of the integration
  • CULTURE INTEGRATION IS RESPONSIBLE FOR 50% OF M&A FAILURE? – How to analyze the impact of culture before you even sign the transaction. How to manage culture integration and avoid cultural pitfalls post signing / closing respectively. Using the 20/4 model and psychometric tools effectively to drive cultural change
  • 3 KEY EVENTS OF SUCCESSFUL M&A INTEGRATIONS: Delegates will work through the reasoning, desired outcome and agenda of the 3 key events in any successful M&A integration. (Executive Alignment – Signing; Synergy Working Session – Signing to Closing; Transition Team Launch - Day One)
  • ‘Group Exercise XIV’ – Discussion based on over 30 M&A integration cases

 

DEAL REVIEW PROCESSES – ENSURING THE OPTIMAL LEVEL OF DETAIL AND FOCUS 

  • HOW TO PUT PROPER M&A DECISION AND PERFORMANCE TRACKING IN PLACE: How to ensure a proper link between M&A decision-making and the deal review process? What documentation requirements are needed? What structure, detail and governance is required to facilitate a proper performance tracking post closing?
  • ‘Group Exercise XV’ – Discussion comparing review processes for MNCs and SMEs highlighting the differences and best application of the respective approach.

 

Awarding Certificates & Closing of Program

CFOs Leadership :
Experience Clariden
Discover how our leadership program has shaped the perspectives of CFOs across Asia
 
Venue: Hilton London Bankside, UK
Date: 2 - 3 Oct 2017
Faculty: Thomas Kessler
Early Bird 1: £2,095 (by 7 Aug 2017)
Early Bird 2: £2,195 (by 4 Sep 2017)
Regular Fee: £2,295
Group Discount: 2nd participant get 10%, or register 3 participants and 4th participant get a complimentary seat
(1 discount scheme applies)
Contact: karen.woods@claridenglobal.org
 
 
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