Program Summary

Introduction

Companies that can execute successful M&A strategies are able to create and seize significant financial value and organizational growth. According to a recent survey by Ernst & Young, 72% of global companies expect M&A volumes to rise over the next 12 months, but only 29% of major companies are expecting to make acquisitions in the same period. With this gap between expectations and ground realities, those who are able to take action and secure assets before their competitors are able to reap big first mover advantages. The key differentiating factor between failure and success is the ability to create financial value, use different M&A strategies and identify the suitable target, in order to secure maximum growth for companies. Additionally, implementing the right post merger integration will help companies meet their financial expectations.

In this 2-day intensive executive program, you will learn how to develop the right acquisition strategy for your organization – from identifying the right acquisition target or merger partner, to quantifying transaction synergies to structuring the deal itself. You will discover how to shortlist a potential list of acquisition targets that complements your existing business, adopt the right valuation technique and finance the acquisition with the most cost effective instruments. You will also learn to how to implement a successful post merger integration strategy. 

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A transactions have been featured by Harvard Business School as HBS case study. You will also be exposed to group discussions and engage in live case studies with other financial leaders and you will have the opportunity to establish a network with other financial leaders like yourself across multiple industries and countries.

This executive program is launched concurrently with Mergers and Acquisitions Financial Modeling. As both programs are designed to help you establish the right M&A capabilities for your organization, you are encouraged to send in multiple participants to these two highly popular M&A programs.

What You Can Expect

• Acquisition vs. Alliances – Understand when you should acquire and when you should partner
• Acquisition target identification, profiling and engagement – Understand how to select the right target and plan your acquisition strategy right from the beginning
• Develop M&A capabilities – Build a successful M&A team for your organization. Create the right capability and deal structuring knowledge across your organization
• Synergies – Analyze and value deal synergies and risks
• Transaction Structuring – Arm your deal knowledge by understanding how to structure a transaction in the most effective manner from tax, legal and liability standpoint
• Due Diligence – Understand the key due diligence required when conducting an M&A process
• Valuation – Learn how to allocate the right acquisition price on your target and the premium you need to pay in a transaction to make the acquisition work
• Tax and Legal Considerations – Understand the tax vs legal considerations in M&A process
• Finance the Acquisition – Understand the different financial instruments that can be used to finance the transaction effectively
• Post Merger Integration – Understand how to design and implement a successful post merger integration strategy to achieve your required synergies

Who Will Benefit Most

This highly interactive program is designed for all 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, Banking, Treasury, Accounting, Strategic Planning / Management, Corporate Planning / Strategy, Group Strategy, Business Planning / Analysis / Development, Private Equity / Venture Capital, Investor / Investing, Valuation.

Program Outline

Day 1 - Morning

Rationale for Mergers & Acquisitions

• Promoting Shareholder Value – Setting the Stage!
  What key strategic measures trigger board decisions to adjust the business portfolio through mergers, acquisitions and divestitures?
  ‘Group Exercise I’ Discussion of the strategic implications of the “GE - 9 Box Matrix” and the concept of “Cash Value Added” on corporate restructuring

• Mergers & Acquisition vs. Strategic Alliances
  When should you acquire versus forming a strategic alliance? What are the empirical characteristics of a successful strategic alliances versus a successful merger or acquisition respectively? 
  ‘Group Exercise II’ discussion of the key characteristics of M&A transactions vs. Joint Ventures

• Acquisition Triggered Divestiture
  Using Haspeslagh’s matrix to define when to divest a business that you acquired with a larger entity
  HBR – The way to win in Cross-Border Alliances – Reader
  HBR – The determinants and evaluation of merger success – Reader

• Current Trends in M&A
  What is driving deals in the region? – Inbound/Outbound – Industry Trends

• Introduction of the M&A Life-cycle
  Gaining an overview of the three phases including a high level discussion of each step of the pre deal, deal, and post deal phase. Identification and definition of the key integration factors that will assure your success
  ‘Group Exercise III’ discussion of the M&A Life cycle

Mergers & Acquisitions – Preparing a Successful Transaction Process

• Advanced Strategizing Model
  Linking situation analysis, scenario development, strategy development and goal/criteria assessment to option evaluation
  Discussion of the application of appropriate tools to support the various elements of the strategizing model – enabling re-thinkability of thoughts and corporate decisions)

• Pre Deal is Post Deal – Mindset and Preparatory 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 value erosion post deal? How to assess anti-trust risks?
  • Building your M&A vision
    What will get your board to buy? What will get you to demonstrate success post deal? 

• ‘Group Exercise IV’ – 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

Deal Structure

• The Deal Structuring Process
  Linking acquisition objective and organizational structure. What form of payments should you be knowledgeable about when negotiating transactions?

• Deal Structures: Acquisitions, Mergers, Joint Ventures, Spin-Offs, Split-Offs, Carve-Outs And Divestitures, Target Stock
  Typical deal structures, implications of asset deals and stock deals in mergers & acquisitions, structural intent, choice of transaction structure, benefit-risk profile of the respective corporate event?
  Group Exercise V’ – participants will review publicly known transactions for each respective type and discuss the characteristics

Day 1 - Afternoon

Strategic Alliances – Preparing for a Successful Joint Venture

• Legal Forms of Strategic Alliances and JVs
  Discussion of various legal forms for strategic alliances and JVs including the pro’s and con’s of such structures? (Corporation with limited liability the general and limited partnership, contractual joint ventures and co-ownerships)

• Framing the Initial Joint Venture Documentation
  What defining elements do you need to be mindful of, when forming your strategic alliances?
  
  • Discussion of the outline of the Core Joint Venture Framework
  • Review of the outline of Service, Patent and Know How Agreements
    The discussion includes interpretation, objective, legal and financial structure, contributions, operational realities, JV-management issues, directors, control, business and marketing planning, division of earnings to name just a fraction of the critical elements
  • Review of the context based on a European Arabic JV

• ‘Group Exercise VI’ – Group-case of Factiva JV Case, guided-brainstorming exercise to identify alternative structures bridging both ends of the spectrum and provide flexibility and entrepreneurial room for business success

• Defining the Scope of the Venture
  Harvard Business Case: R. IVEY School of Business University of Western Ontario – NORA-SAKARI: A proposed JV in Malaysia
  ‘Group Exercise VII’ – Group-case. The delegates will work in groups to prepare a draft JV agreement and strategy for presentation to the rest of the group. The desired outcome should lead to a successful closure of a JV agreement – contrary to the actual case!

Adopting the Right Acquisition Hostile versus Friendly Takeovers

• Key Strategic Elements and Phases in Takeover Defence and How to Combat Them
  Delegates will use the case of “American Standard” to understand the timing and phases as well as critical elements in hostile deals and what can be done to combat hurdles and poison pills put in place by the defender

• Pro’s and Con’s of Hostile versus Friendly Takeover Transactions and Requirements and Focus Points
  Delegates will review the strategic impact along various dimensions such as deal team, timing, deal tactics and strategies, integration needs and value extraction

• Harvard Business Case: Leverage Restructuring as a Takeover Defence “The Case of American Standard”
  ‘Group Exercise VIII’ – Darden Graduate School of Business Administration, The University of Virginia – Delegates will use the case to understand the elements, timing phasing, deal team participants, strategic approach of hostile transactions

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

• 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)

• 7 Deadly Sins of M&A Integration
  Delegates will learn about the 7 key issues that need to be avoided at all times and what to put in place instead to ensure integration success

Day 2 - Morning

Due Diligence and Synergies – Analyzing a Target Company and Its Value Creation Power

• 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’ – Working Capital Analysis

• 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 templates used by MNCs

Business Valuation

• Identify the Key Components of the Purchase Price Formula
  ‘Group Exercise X’ – Business valuation the simple way

• The Different Approaches Used for Valuation and Their Differences
  Group discussion of the valuation methodologies
  ‘Group Exercise XI’ – The delegates will be divided into groups, discuss and present a) the advantages and disadvantages of the discount cash flow (DCF) valuation method, b) the difference between enterprise value and equity value, c) the strengths and weaknesses of the income approach, d) when to use a market vs cost approach in valuation

• How will Specific Corporate Situations Impact Valuation Results?
  How to integrate valuation 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?

• Harvard Business Case: Leverage Restructuring as a Takeover Defence “The Case Of American Standard”
  ‘Group Exercise XII’ – Darden Graduate School of Business Administration, The University of Virginia – Use of financial vehicles to defined a hostile take-over Group-case. The delegates will work in groups to identify the financial structure and the reasoning behind it. In addition we will discuss non financial structure elements and their applicability in a takeover defence

• Real Options Approach
  Discussion of the use of real options and their application in business valuation

Day 2 - Afternoon

Tax Considerations

• Tax Considerations
  What are the four key M&A tax considerations used in deal structures

Transaction Agreements

• Key Transaction Agreements to Manage
  ‘Group Exercise XIII’ – What are the key agreements you need to manage in an M&A transaction? Discussion of the SPA (Sales and Purchase Agreement), NDA (Non Disclosure Agreement), NSA (No Shop Agreement), LOI (Letter of Intent), ERA (Employee Retention Agreement) (Reader: Examples of typical agreements)

Restructuring the Balance Sheet: Adjusting Capital Structure

• Fundamentals of Capital Structure
  Review of cost versus flexibility characteristics of financial instruments. Discussion of pro’s and con’s

• Financing Vehicles / Alternatives
  Review of available instruments covering a broad range from debt to equity structures including hybrid instruments

• Assessing the Need for a Capital Structure Adjustment
  Identifying typical scenarios that trigger board of directors to consider adjustments to the company’s capital structure and appropriate solutions to accomplish the objective. Solutions may include above discussed instruments but also dividends, swaps, reverse rights, etc.

Financing the Acquisition

• Linking Deal Structures to Financing Structures
  Review of typical deal structures and associated financial structures. Discussion of financing solutions such as equity issuance, leveraged acquisitions and leveraged buyouts, bridge financing deferred considerations: earn-outs, CVRs