Mergers and Acquisitions (M&A)

Introduction:

The Mergers and Acquisitions (M&A) training ensures that participants develop the attitudes and skills needed to complete high-value transactions, regardless of the economic environment. It covers the fundamentals of mergers and acquisitions, explores the complexities of the process, and highlights the growing focus on acquisitions as a growth strategy amidst limited organic growth opportunities. Participants will gain skills to manage financial distress, conduct thorough due diligence, understand business valuation drivers, and design a 100-day post-acquisition integration plan to achieve outstanding M&A performance that satisfies investors.

Objectives:

By the conclusion of this Mergers and Acquisitions (M&A) course, participants will be capable of:

• Designing and developing a powerful acquisition strategy.
• Demonstrating and applying due diligence efficiently.
• Avoiding common mistakes in due diligence.
• Understanding and applying business valuation drivers.
• Developing a post-merger integration plan for the first 100 days.
• Recognizing promising acquisition or merger opportunities.
• Undertaking basic processes of a merger or acquisition, including signing pre-contract agreements.
• Writing a detailed due diligence report on the target company.
• Differentiating and comprehending Share Purchase Agreements (SPA) and Asset Purchase Agreements (APA).
• Playing an active role in the negotiation and closing phases of a merger or acquisition.
• Conducting effective post-merger integration for continuity and efficiency.

Training Methodology:

• Case studies
• Role-playing scenarios
• Interactive workshops
• Expert guest lectures
• Simulation exercises
• Group discussions
• Real-world examples
• Q&A sessions

Course Outline:

Unit 1: Introduction and Business Strategy

• Major M&A trends and modern corporate practice.
• Connection between deal-making and firm’s overall growth strategy.
• Types of acquisitions and their benefits.
• Review of effective M&A cases.

Unit 2: Definitions and Principal Players

• Basic terminology in mergers and acquisition law and due diligence.
• Nature of transactions and types of research (legal, HR, operational, market).
• Shifts in roles of actors in the deal establishment.
• Success factors in M&A acquisitions.

Unit 3: Financial Due Diligence

• Concept and stages of due diligence.
• Standard due diligence processes and checklists.
• Cultural differences in due diligence, with a focus on the Gulf region.

Unit 4: Business Valuation

• Importance of valuing the target.
• Alternative business valuation techniques and their applications.
• Evaluating potential synergies and dependencies.
• Contribution of finance and leverage in transactions.

Unit 5: Integration

• HR-related, cultural, and systemic factors for successful deals.
• Insights from case studies.
• Revisiting merged strategies for ongoing relevance.

Unit 6: Fundamentals of Mergers and Acquisitions

• Differences between mergers, acquisitions, and takeovers.
• Strategic objectives of acquiring others, such as diversification and consolidation.

Unit 7: The Main Distinct Stages of Acquisitions

• Formulating an acquisition strategy aligned with corporate strategy.
• Jurisdiction of acquisition.
• Structuring and negotiating deals.
• Managing post-acquisition integration.
• Evaluating expectations during and after acquisition.

Unit 8: Structuring the Merger or Acquisition

• Preparing outline documents.
• Heads of terms and their informal but strong arrangements.
• Confidentiality, lockout, and exclusivity agreements.
• Achieving the deal through share sale, business sale, or scaling down.

Unit 9: Share Sale vs. Business Sale

• Merits and demerits of share sale for sellers and purchasers.
• Transactions, third-party consent, stamp duty, and liabilities.
• Avoiding TUPE (Transfer of Undertakings, Protection of Employment) issues.
• Warranties and understanding business aspects from seller’s and buyer’s perspectives.

Unit 10: Structuring the Deal

• Valuing the acquisition.
• The due diligence process: goals, organization, range, and agreements.
• Asset Purchase Agreement vs. Share Purchase Plan.

Unit 11: Post-Acquisition

• Viability of warranties and indemnities.
• Consequences of remiss and how to reduce claims.
• Sellers’ covenants and disclosure letter.
• Intellectual property, environmental concerns, and merger control.