Mergers & Acquisitions: Winning Strategies – Identifying Opportunities & Structuring Deals

Course overview The continued strong growth of Asian economies in 2014 offers a conducive background to the transacting of M&A deals. Whilst China offers many opportunities, the rapid growth of other countries in the region provides plenty of scope for both buyers and sellers. However, challenges remain in identifying and structuring good deals in changing business circumstances. Build on your existing M&A transaction experience and gain new insight into today's market practices and procedures, accounting issues, acquisition and defence strategies. Summary of course content Rationale for takeovers Synergies and strategy Structuring investment and transaction Leveraged buyouts and management buyouts Private transactions vs. Public offers Hostile take-overs Post merger management New techniques in company valuation View our 60 Second Interview with the Course Director - Jonathan Wearing We took the opportunity to ask our expert Course Director a few questions on the current market challenges and how he became involved in this exciting industry. This is what he had to say. Methodology Formal lecture sessions Heavy emphases on worked examples, case studies and simulation exercises Interactive computer-based case studies to encourage delegates to think more about strategic issues Computer-based exercises All delegates should bring a laptop loaded with Microsoft Excel® 2003 or later, with a CD drive or USB port in order to transfer example files to be worked on in class. Who should attend? Corporate finance professionals in investment banks, corporates and law firms Venture Capitalists Strategic Planners Management Consultants and other Strategic Consultants Lawyers, Accountants and Tax Specialists M&A Specialists Corporate Finance Managers Finance Directors and CFOs Corporate Treasurers Market Regulators Supporting partner Supporting publication:
DAY 1 Introduction and overview The concept of shareholder value How investment banks add value Analysing the company business model Understanding a company How companies pursue the goal of shareholder value Defining and understanding corporate objectives Risk and return Recognising the need to restructure Evaluating corporate strategy Michael Porter's approach The BCG matrix Ansoff Core competencies Case study: Analysing an Asian company to identify its strategic strengths and weaknesses. Review: PTT'S acquisition of Cove Energy plc. Rationale, tactics and valuation. Company valuation Introduction to valuation: What is the purpose? Generic choices for valuation techniques Accounting methods Net asset value Cash flow methods Valuation exercise: Project Water Valuing a business through comparable company analysis. Case study: Accounting principles and valuation, reviewing Olam Corporation Discussion of how the debate over Olam's accounts changed perceptions of its value and its funding structure. Valuation of companies: Cash flow models Concept of Discounted Cash Flow (DCF) Review of DCF methodology Calculation of free cash flow Calculation of cost of capital Cost of debt Cost of equity Weighted average cost of capital Calculation of terminal value Calculation of enterprise and equity values Exercise: Calculating the cost of capital and using DCF to arrive at company value. DAY 2 Rationale of takeovers Acquisition vs. Organic growth What makes a takeover successful? Synergies and strategy The "Winners' Curse" Identification of synergies: Operational, financial, tax Problems with synergies Perception of strategic value Case study: Lin Broadcasting Arriving at a valuation for the purposes of an agreed takeover. DAY 3 Realising the value Based on their valuation of a retailing company, delegates work on a financial and strategic plan to maximise the share price Leveraged Buyouts (LBOs) and Management Buyouts (MBOs) Principles Risk vs. Rate of return Transaction structuring Exercise: Good and Bad LBOs. Votes are taken on which of a selection of transactions would or would not be undertaken by course attendees. Answers are compared with the real life outcomes. Case study: Structuring the buyout of a company, providing a financial structure that is both inherently sound and gives an adequate return to both Private Equity and management. Case study: Structuring the leveraged acquisition of Manchester United Football Club.Based on their study of the annual report and strategy of the company, attendees propose their plan for financing its acquisition. The real life outcome is compared with the plans proposed and the subsequent course adopted by the new owners to drive value and achieve an exit is discussed. DAY 4 Private transactions: The process Options for selling a private business Motivations of sellers and buyers Running a private sell-side transaction: The 4 key stages Preparation and pricing Finding the buyer(s) Building up the bids Closing the deal Documentation Case study of a private sale: Zeus Watches Participants will advise on the valuation and sale strategy for a private company. Public offers: the tactics Bidder strategies and tactics Target strategies and tactics Conflicts of interest Shareholder relations Press campaigns Preparation of documentation Formal bid defences (the "US Model") Case study: The battle for the assets and business of Fraser and Neave Participants discuss the strategy and tactics of Heineken, Thai Breweries, and the Riady family. In part 2 of the case study the strategy adopted by the buyer to enhance value from the acquired businesses is discussed. DAY 5 Case study and role-play: Granada vs. Forte Participants will be given background information surrounding the takeover bid, and will be split into groups representing the boards of Granada, Forte and Regulators such as Stock Exchange. The actual deal will then by played out, the roles and actions of each party, analysed. The whole group will then track the success of the deal up until 2001 and assess whether it was successful in delivering shareholder value. Post merger management Common elements for success Time vs. Shareholder value Accounting objectives vs. Qualitative objections New techniques in company valuation Accounting for uncertainty High tech high growth companies Real options and decision trees Exercise: Financing and valuing a young company. Course review and conclusion