Mergers and Acquisitions
- This practical course covers the key steps in the Mergers and Acquisitions(M&A) process, from the initial step of valuing the shares in a company through to closing the deal. Whether or not participants practice M&A, this course will provide them an insider’s look into what is an undeniable major force in today’s corporate arena.
This course will give participants an A-Z understanding of the M&A process and the ability to evaluate whether a merger or acquisition fits with their organization’s strategy. As a result they will identify the most lucrative M&A opportunities, select the best partners and get the maximum reward from the deal..
By the end of the course, participants will be able to:
- Identify attractive Mergers and Acquisitions (M&A) opportunities
Formulate the initial steps and the preliminary agreements for a merger or acquisition
Carry out a full due diligence into the state of affairs of a target company
Understand the Share Purchase Agreement (SPA) and the Asset Purchase Agreement (APA)
Take an active role in the exchange and completion stages of a merger or acquisition
Be an effective part of the post-merger integration to ensure the smooth running of the new organization
Who Should Attend?
- This course is suitable for anyone involved in the identification, planning and execution of a Mergers and Acquisitions opportunity. This includes, CEOs, managing directors, general managers, financial directors, accountants, board members, commercial directors, business development directors, strategy planners and analysts, and in-house council.
- Fundamentals of mergers and acquisitions
- Distinction between mergers and acquisitions
- Why do acquisitions take place?
- The main distinct stages of acquisitions
- Corporate strategy development
- Organizing for acquisitions
- Deal structuring and negotiations
- Post-acquisition integration
- Post-acquisition audit
- Structuring the merger or acquisition
- Drafting preliminary documents
- Heads of terms – legally binding?
- Confidentiality agreement
- Lockout/exclusivity agreements
- How to structure the acquisition
- Share sale
- Business sale
- Hive down of the business followed by share sale
- Share sale versus business sale
- Advantages and disadvantages of share sale: seller versus buyer
- Third Party consent
- Stamp Duty
- Avoiding TUPE (Transfer of Undertakings, Protection of Employment)
- Advantages and disadvantages of business sale: seller versus buyer
- Structuring the deal
- How to price the acquisition
- The due diligence process
- The purchase agreements
- Asset Purchase Agreement versus Share Purchase Agreement
- Importance of warranties and indemnities
- Effects of breach
- How to minimize claims
- Contractual protection for the seller
- Disclosure letter
- Intellectual property and environmental issues
- Merger control and completion