Mergers & Acquisitions

In an era of digital transformation, disruptive innovation, transient competitive advantage, and industry convergence, mergers and acquisitions (M&A) have become more complex than ever. To help understand these complexities, this cross-disciplinary program provides practical knowledge and tools across the full-spectrum of the M&A process, from pre-deal strategy, due diligence, valuation, negotiation, regulation, and completion to post-deal integration, accelerated value capture, workforce motivation (culture, communications and key talent retention and engagement), and results measurement. Case examples illustrate how each stage of the process is implemented by companies across various industries and geographies. Pragmatic tools and templates are provided throughout the program, including an “M&A Workbook” covering the three phases of M&A – Pre-Deal, Deal, Post-Deal.

How you will benefit
Most deals today are strategic with targets in the same industry. In order to maximize the long-term value of deals, there is a mandate to perform M&As well, across the entire process: having complementary products, and serving similar customers; setting a clear M&A strategy; targeting firms that fit the strategy; conducting due diligence to assess the value, as well as the operational and cultural “fit” of potential target firms; negotiating and closing the transaction; integrating the people, processes, and systems based on the deal rationale; evaluating success.

This program is designed to provide you with insights across the entire deal process to:

• Understand M&A motives, strategy, regulation, valuation, tactics, deal-making, stakeholder engagement, integration, and success measurement
• Identify M&A differences between geographies and ownership structures around the world
• Evaluate the success and failure of M&As
• Understand both the “buy- and sell-side” of M&A
• Identify the difference in approaches and goals of corporate / “strategic” buyers and “financial” buyers
• Establish what creates M&A success

Optional pre-course “financial literacy” workshop

For participants who do not already have a basic financial knowledge – e.g., calculating free cash flows, adjusting for time value of money (needed for completing valuations) – there is an optional workshop available at a small additional cost of € 350. The workshop will be held in the afternoon and evening (16:30-20:30) before Day 1 of the program.

Program length
4 days

OPTIONAL WORKSHOP (afternoon and evening before Day 1)
Basic financial knowledge (needed for completing valuations):

• Calculating free cash flow
• Time value of money

Introduction

• M&A market overview and recent developments
  • the M&A process, common terminology
  • the choice of build, buy or ally
  • M&A trends and waves
  • typical challenges
  • domestic versus cross-border M&A
  • transaction performance data

 Pre-deal (planning, locating, and investigating value)

• Formulating an M&A strategy
  • growth through M&A
  • consolidations
  • types of M&A
  • motivations of buyers and sellers
  • financial versus strategic buyers
• Locating targets
  • building a target company pipeline
  • target company selection
  • assessing strategic and organizational fit
• Investigating potential targets
  • traditional and non-traditional due diligence (DD)
  • industry specific DD
  • managing DD
  • input to valuation and integration

Deal (forecasting, negotiating, and agreeing value)

• Valuing targets
  • multiples and discounted cash flow (DCF)
  • estimating synergies
  • company valuation
• Negotiating tactics and deal-making
  • areas of negotiation beyond deal price
  • common terminology
  • bidding environments
  • exclusivity
  • break-fees
  • auctions
  • negotiating strategies
  • typical errors
  • common deal structures
  • earnouts
• Consummating transactions
  • legal and regulatory aspects of M&A
  • documentation and purchase agreements
  • signing and closing protocols
    Guest speaker: Mr. Frank Hamming  – Lawyer at De Brauw Blackstone Westbroek

Post-deal (realizing, building, and reporting short- and long-term value)

• Integrating post-transaction close
  • operational and technology integration
  • integration structure, management, and decision-making
  • accelerated synergy capture
• Motivating talent
  • addressing the “big three human capital aspects” of M&A: communications, retention, and culture
• Innovating for revenue growth
  • how combining firms increase revenue
  • how M&A helps and hinders innovation
  • options to promote innovation during M&A
• Evaluating success
  • how measurement contributes to deal success
  • four key areas of M&A success measurement
  • tracking and reporting
  • process versus outcome measures
• Shareholder activism and engagement
  • types of activists
  • typical activist aims and approaches
  • outcomes activists achieve
  • how to engage with activists

Although many firms conduct M&A as a “financial exercise” and universities often classify M&A as a “finance” course, this program is not a single-function finance only course. Reflecting the realities of mergers and acquisitions, this is a “full-spectrum” cross-functional course. Successful M&A is a cross-disciplinary activity, requiring a broad team with varying expertise from different levels of both the buyer and seller, supplemented by external service providers (bankers, attorneys, consultants, and other intermediaries), to effectively execute both pre-close and post-close activities. Therefore, the best practices, pitfalls to avoid, and tools and templates covered will benefit senior management, functional experts, and M&A service providers who work on either or both the “buy-side” and “sell-side.”

Optional workshop for less experienced participants
For participants who do not already have a basic financial knowledge (needed for completing valuations), there is an optional workshop available at a small additional cost of € 350. This workshop will be held in the afternoon and evening before Day 1 of the program.

To learn more about valuation theory and corporate finance techniques, we also recommend the following program:

•  Valuation