Mergers and Acquisitions (M&A) Strategies

Introduction:

This strategy course, titled "M&A Strategies in Practice," covers all critical aspects of the Mergers and Acquisitions (M&A) process, from evaluating company shares to finalizing the transaction. Designed to provide an insider’s perspective, this course is invaluable for participants not actively engaged in M&A activities.

Participants will gain a thorough understanding of the M&A process, learn to assess whether a merger or acquisition aligns with their organization's strategy, identify promising M&A opportunities, select suitable partners, and maximize the deal's benefits.

Objectives:

By the end of this M&A Strategies course, participants will be able to:

• Identify potential target companies for M&A.
• Formulate preliminary agreements and assess the viability of mergers or acquisitions.
• Conduct comprehensive due diligence on target companies.
• Understand and interpret Share Purchase Agreements (SPA) and Asset Purchase Agreements (APA).
• Actively participate in the exchange and completion stages of a merger or acquisition.
• Contribute effectively to the post-merger integration process.

Training Methodology:

• Interactive seminars
• Attachments
• Group work
• Simulations
• Role-playing scenarios
• Real-world examples
• Review and feedback
• Guest speakers

Course Outline:

Unit 1: Basics of Mergers & Acquisitions:

• Difference between mergers and acquisitions
• Reasons for acquisitions
• Diversification
• Consolidation

Unit 2: Process of Acquisition:

• Corporate strategy formulation
• Preparation for acquisitions
• Deal negotiation
• Integration of the acquired firm
• Audit of the acquired firm

Unit 3: Designing the Strategy for M&A:

• Planning terms and documentation
• Importance of heads of terms
• Drafting confidentiality agreements
• Lockout and exclusivity agreements
• Formats for firm acquisition
  • Shares acquisition
  • Sale of business assets
  • Divesting business and selling shares

Unit 4: Share Sale vs. Business Sale:

• Pros and cons of share sale versus business sale
• Business transaction considerations
• Consent from third parties
• Stamp duty charges
• Liabilities
• TUPE (Transfer of Undertakings Protection of Employment) implications
• Warranties and liability insurance
• Seller vs. buyer perspective on business sales

Unit 5: Structuring the Deal:

• Valuation of acquisition
• Audits
• Deal goals and system
• Documenting the sale
• Asset Purchase Agreement vs. Share Purchase Agreement

Unit 6: Post-Acquisition:

• Warranties and indemnities
• Implications of breach
• Steps to reduce claims
• Seller's contractual safeguards
• Letter of disclosure
• Intellectual property and ecological considerations
• Merger control and closure