identifying strategic acquisitions and structuring ...€¦ · mergers and acquisitions demand the...

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IDENTIFYING STRATEGICACQUISITIONS AND STRUCTURINGSUCCESSFUL M&A DEALS

January 16 - 17

HONG KONGThe Mira Hong Kong

2017

CLARIDEN GLOBAL FINANCIAL LEADERSHIP INSTITUTE

CLARIDEN CREDENTIALS AND ENGAGEMENTClariden Global is the pre-eminent and infl uential global business leadership institution. Today, we host

more than 200 global executive education and major conference events around the world. We have partnered

with professional organizations such as the Association of Chartered Certifi ed Accounts (ACCA) and thought

leaders from prestigious universities such as Harvard University John F. Kennedy School of Government,

Wharton School of the University of Pennsylvania and Stanford University.

Driving Transformational Deals

The Clariden Experience

Why Clariden Global Executive Education?

Identifying Strategic Acquisitions and Structuring

Successful M&A Deals

5 Program Introduction

7 Faculty Director

8 Program Overview

9 Program Outline

Concurrent program: M&A Financial Modeling

14 Program Introduction

16 Program Overview

17 Program Outline

Participating Companies

Testimonials

In-house Custom Executive Programs

Contact Us

Registration

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CONTENTS

To maximize both your enjoyment and professional development, Clariden Global holds its executive

programs at fi ve star hotels, some of which include:

Shangri-La Hotel, SingaporeSingapore

Conrad London St JamesLondon, United Kingdom

InterContinental Melbourne The RialtoMelbourne, Australia

Grand Hyatt: Union Square San Francisco HotelSan Francisco, United States

Amidst lush gardens, this 3-wing luxury hotel is 6

km from the iconic Marina Bay Sands resort and

9 km from Sentosa.

Across the street from St. James’s Park tube

station, this sophisticated hotel is 10 minutes’

walk from Buckingham Palace and 2 miles from

the Victoria and Albert Museum.

Set in a grand 1891 building, this upscale chain

hotel is 3 blocks from the Yarra River, and an

8-minute walk from the SEA LIFE Melbourne

Aquarium.

Less than a block from Union Square, this stylish

high-rise hotel is an 11-minute walk from the

Moscone Center and 1.9 miles from Pier 39.

Contact Karen Nguyen, Program Director at +65 6899 5030 | [email protected]

Terms & Conditions: Clariden Global International Limited reserves the right to change the

venue of the program due to reasons beyond their control.

THE CLARIDEN EXPERIENCEENJOY LEARNING WITH THE

FIRST-CLASS, WELL-ROUNDED EXPERIENCE

3

WHY CLARIDEN GLOBAL EXECUTIVE EDUCATION?

5,000+Companies

15+Countries

10,000+Participants

50+Industries

GLOBAL ENGAGEMENT Clariden Global is the pre-eminent and infl uential global business leadership institution. Today, we host

more than 200 Global Executive Education and major conference events across 15 countries and 17 cities,

including Singapore, London, Hong Kong, Sydney, Melbourne, Perth, New Zealand, San Francisco, Toronto,

Johannesburg, Shanghai, Beijing, Kuala Lumpur, Dubai, Toronto, The Netherlands, New York and Zurich.

INTERNATIONALLY DIVERSE, SENIOR-LEVEL PARTICIPANTSClariden Global Executive Education programs have attracted participants from more than 5,000 global

MNCs, regional corporations, and FORTUNE 500 companies, from more than 40 countries. All applications

are reviewed based on professional achievement and organizational responsibility. Designed for individuals

at all levels, from top executives to emerging leaders, each intensive program is crafted to equip leaders

with essential capabilities to improve corporate performance and position their organizations to thrive.

THOUGHT LEADERSHIPTo provide strategic insights and relevant world-class executive education to global organizations, Clariden

Global engages the best thought leaders and leading authorities from around the world. These include

professors and faculty leaders from Harvard University, Stanford University, University of Pennsylvania

Wharton, London Business School and other premium institutions to deliver transformational knowledge.

Contact Karen Nguyen, Program Director at +65 6899 5030 | [email protected] 4

DATES16 - 17 January 2017

LOCATIONThe Mira Hong Kong

TUITION FEESEarly Bird 1 (Register & pay by 21 November 2016): US$2,890

Early Bird 2 (Register & pay by 19 December 2016): US$3,090

Regular Tuition Fees: US$3,190

For limited time only by 19 December 2016, registration for 3 participants, the 4th participant will receive a

complimentary seat (one discount scheme will apply).

PROGRAM ADVISORKaren NguyenEmail: [email protected]

Phone: +65 6899 5030


PROGRAM INFORMATION

FACULTY DIRECTOR

PROGRAM ESSENCE

• Thomas has led some of the most successful M&A deals around the world – including Deutsche

Post acquisition of Global Mail, Goodyear Sumitomo Rubber merger, Avaya Global Connect

joint venture with Tata and Albany International and Geshmay group merger

• His successful deal transactions have been selected by Harvard as part of Harvard Business

School case studies on mergers and acquisitions

• Accomplished faculty leader who has taught in institutions like the KPMG Zürich University,

PWC European Center of Excellence and more

Thomas Kessler

Mergers and acquisitions demand the right skills and strategy – with only one chance to get it right. Based on

a recent Harvard Business School article, 70% to 90% of mergers and acquisitions fall short of meeting their

fi nancial expectations. This comprehensive executive program is designed to help fi nancial leaders make their M&A

strategies right.

In this 2-day intensive executive program, you will learn how to develop an end-to-end acquisition strategy for

your organization – starting from identifying the right acquisition target to quantifying transaction synergies tostructuring the deal to implementing successful post merger integration strategy. You will learn how to shortlist a potential list of acquisition targets which complement your existing business, adopt the right valuation technique and finance the acquisition with the most cost effective instruments. At the end of the 2-day program, you will take

away the right acquisition strategy to successfully achieve your required synergies.

PROGRAM AIDENTIFYING STRATEGIC ACQUISITIONS

& STRUCTURING SUCCESSFUL M&A DEALS




6

• Acquisition vs. Alliances – Understand when you should acquire and when you should partner

• Acquisition target identification, profiling and engagement – Understand how to select the right target and plan

your acquisition strategy right from the beginning

• Develop M&A capabilities – Build a successful M&A team for your organization. Create the right capability and

deal structuring knowledge across your organization

• Synergies – Analyze and value deal synergies and risks

• Transaction Structuring – Arm your deal knowledge by understanding how to structure a transaction in the most

effective manner from tax, legal and liability standpoint

• Due Diligence – Understand the key due diligence required when conducting an M&A process

• Valuation – Learn how to allocate the right acquisition price on your target and the premium you need to pay in a

transaction to make the acquisition work

• Tax and Legal Considerations – Understand the tax vs legal considerations in an M&A process

• Finance the Acquisition – Understand the different fi nancial instruments that can be used to fi nance the transaction

effectively

• Post Merger Integration – Understand how to design and implement a successful post merger integration strategy

to achieve your required synergies

This highly interactive program is designed for all C-level and senior level executives (SVP, VP, MD, Director, Head)

who are involved in M&A or who are in these roles or related ones: CFO, Finance, Financial Controller, Banking,

Treasury, Accounting, Strategic Planning / Management, Corporate Planning / Strategy, Group Strategy, Business

Planning / Analysis / Development, Private Equity / Venture Capital, Investor / Investing, Valuation

KEY BENEFITS

WHO WILL ATTEND THIS PROGRAM

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A

transactions have been featured by Harvard Business School as HBS case study. You will also be exposed to group

discussions and engage in live case studies with other fi nancial leaders and you will have the opportunity establish

a network with other fi nancial leaders like yourself across multiple industries and countries.




7

IntegrationSuccess GmbHFounder and Managing Partner

Thomas Kessler

With over 19 years of M&A experience, Thomas Kessler has led major landmark M&A transactions including DeutschePost acquisition of Global Mail, Deutsche Telekom Orange Netherlands combination, Goodyear Sumitomo Rubber merger, Avaya Global Connect JV with Tata, Wacker and Air Products JV and the Albany International and Geshmay group merger. The latter has been featured as a Harvard Business School Case Study. He is now the Founder and

Managing Partner of IntegrationSuccess GmbH. His primary focus is on creating fi nancial value for companies

through M&A, JV and corporate restructuring. He has been involved in over 25 major transactions with a total valuation of more than US$20 billion. Thomas is an accomplished faculty leader in universities and institutions globally such as the KPMG, Zürich University PWC European Center of Excellence and Ericsson Training Center.

FACULTY DIRECTOR


This course has been independently certifi ed as conforming to accepted CPD guidelines. On

average, this executive program contributes 16 hours towards your CPD. Delegates must register

at the start and close of each workshop to be awarded a certifi cate of completion.

Companies that can execute successful M&A strategies are able

to create and seize signifi cant fi nancial value and organizational

growth. According to a 2014 survey by Ernst & Young, 72% of global

companies expect M&A volumes to rise over the next 12 months, but

only 29% of major companies are expecting to make acquisitions in

the same period. With this gap between expectations and ground

realities, those who are able to take action and secure assets before

their competitors are able to reap big fi rst mover advantages.

The key differentiating factor between failure and success is the

ability to create fi nancial value, use different M&A strategies and

identify the suitable target, in order to secure maximum growth

for companies. Additionally, implementing the right post merger

integration will help companies meet their fi nancial expectations.

In this 2-day intensive executive program, you will learn how to

develop the right acquisition strategy for your organization –

from identifying the right acquisition target or merger partner, to

quantifying transaction synergies to structuring the deal itself. You

will discover how to shortlist a potential list of acquisition targets

that complement your existing business, adopt the right valuation

technique and fi nance the acquisition with the most cost effective

instruments. You will also learn to how to implement a successful

post merger integration strategy.

Led by a faculty director who has successfully led over US$20

billion of deal transaction, Thomas Kessler’s M&A transactions

have been featured by Harvard Business School as HBS case study.

You will also be exposed to group discussions and engage in live

case studies with other fi nancial leaders and you will have the

opportunity establish a network with other fi nancial leaders like

yourself across multiple industries and countries.

OVERVIEW

CPD CERTIFICATION DETAILS

PROGRAM OVERVIEWIDENTIFYING STRATEGIC ACQUISITIONS


Registration & Welcome Coffee & Tea

Morning Refreshments Break

RATIONALE FOR MERGERS & ACQUISITIONS• PROMOTING SHAREHOLDER VALUE – SETTING THE STAGE!

What key strategic measures trigger board decisions to adjust the business portfolio through

mergers, acquisitions and divestitures?

‘Group Exercise I’ Discussion of the strategic implications of the “GE - 9 Box Matrix” and the

concept of “Cash Value Added” on corporate restructuring

• MERGERS & ACQUISITION VS. STRATEGIC ALLIANCES

When should you acquire versus forming a strategic alliance? What are the empirical

characteristics of a successful strategic alliances versus a successful merger or acquisition

respectively?

‘Group Exercise II’ Discussion of the key characteristics of M&A transactions vs. Joint Ventures

• CURRENT TRENDS IN M&A

What is driving deals in the region? – Inbound/Outbound – Industry Trends

• INTRODUCTION OF THE M&A LIFE-CYCLE

Gaining an overview of the three phases including a high level discussion of each step of the

predeal, deal, and post deal phase. Identifi cation and defi nition of the key integration factors

that will assure your success

‘Group Exercise III’ Discussion of the M&A Life cycle

MERGERS & ACQUISITIONS - PREPARING A SUCCESSFUL TRANSACTION PROCESS• ADVANCED STRATEGIZING MODEL

Linking situation analysis, scenario development, strategy development and goal/criteria

assessment to option evaluation

Discussion of the application of appropriate tools to support the various elements of the

strategizing model – enabling re-thinkability of thoughts and corporate decisions)

• PRE DEAL IS POST DEAL – MINDSET AND PREPARATORY STEPS THAT DETERMINE YOUR

SUCCESS POST DEAL

What are the fi ve critical steps during the “Strategic Selection Phase”

Hunting for the right partnerDiscussion of sources of deals – Presentation and ‘Group Exercise II’ – identify your relevant

sources

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 11:45

DAY 1


08:30 - 18:00 / 16 January 2017

PROGRAM OUTLINEIDENTIFYING STRATEGIC ACQUISITIONS



Assembling the right teamDiscussion of size and skills

Building a list and establishing a shortlist of targetsApproach to identify your best target

Profiling your targetWhich criteria are essential for pre and post acquisition success? Discussion of potential risks

that could value erosion post deal? How to assess anti trust risks?

Building your M&A visionWhat will get your board to buy? What will get you to demonstrate success post deal?

‘Group Exercise IV’ – Defi ne your key focus points of your M&A strategy based on competitive

strength, focus on core, target screening, anti trust regulatory approval, sound investment case,

solid relationship with target, size and frequency of acquisitions key operational and cultural

issues

• THE DEAL STRUCTURING PROCESS

Linking acquisition objective and organizational structure. What form of payments should you

be knowledgeable about when negotiating transactions?

• DEAL STRUCTURES: ACQUISITIONS, MERGERS, JOINT VENTURES, SPIN-OFFS, SPLIT-OFFS,

CARVE-OUTS AND DIVESTITURES, TARGET STOCK

Typical deal structures, implications of asset deals and stock deals in mergers & acquisitions,

structural intent, choice of transaction structure, benefi t-risk profi le of the respective corporate

event?

‘Group Exercise V’ - participants will review publicly known transactions for each

respective type and discuss the characteristics

STRATEGIC ALLIANCES – PREPARING FOR A SUCCESSFUL JOINT VENTURE• LEGAL FORMS OF STRATEGIC ALLIANCES AND JVs

Discussion of various legal forms for strategic alliances and JVs including the pro’s and con’s

of such structures? (Corporation with limited liability the general and limited partnership,

contractual joint ventures and co-ownerships)

• FRAMING THE INITIAL JOINT VENTURE DOCUMENTATION

What defi ning elements do you need to be mindful of, when forming your strategic alliances?

o Discussion of the outline of the Core Joint Venture Framework

o Review of the outline of Service, Patent and Know How Agreements

The discussion includes interpretation, objective, legal and fi nancial structure,

contributions, operational realities, JV-management issues, directors, control, business

and marketing planning, division of earnings to name just a fraction of the critical

elements

o Review of the context based on a European Arabic JV

11:45 - 12:30

13:30 - 15:00

Networking Luncheon12:30 - 13:30




‘Group Exercise VI’ - Group-case of Factiva JV Case, guided-brainstorming exercise to

identify alternative structures bridging both ends of the spectrum and provide fl exibility and

entrepreneurial room for business success

• DEFINING THE SCOPE OF THE VENTURE

Harvard Business Case: R. IVEY School of Business University of Western Ontario – NORA-

SAKARI: A proposed JV in Malaysia

‘Group Exercise VII’ – Group-case. The delegates will work in groups to prepare a draft JV

agreement and strategy for presentation to the rest of the group. The desired outcome should

lead to a successful closure of a JV agreement – contrary to the actual case!

ADOPTING THE RIGHT ACQUISITION HOSTILE VERSUS FRIENDLY TAKEOVERS• KEY STRATEGIC ELEMENTS AND PHASES IN TAKEOVER DEFENCE AND HOW TO COMBAT THEM

Delegates will use the case of “American Standard” to understand the timing and phases as

well as critical elements in hostile deals and what can be done to combat hurdles and poison

pills put in place by the defender

• PRO’S AND CON’S OF HOSTILE VERSUS FRIENDLY TAKEOVER TRANSACTIONS AND

REQUIREMENTS AND FOCUS POINTS

Delegates will review the strategic impact along various dimensions such as deal team, timing,

deal tactics and strategies, integration needs and value extraction

• HARVARD BUSINESS CASE: LEVERAGE RESTRUCTURING AS A TAKEOVER DEFENCE “THE

CASE OF AMERICAN STANDARD”

‘Group Exercise VIII’ – Darden Graduate School of Business Administration, The University of

Virginia – Delegates will use the case to understand the elements, timing phasing, deal team

participants, strategic approach of hostile transactions

POST MERGER INTEGRATION SUCCESS• 8 KEY PHASES OF PRE AND POST MERGER INTEGRATION

Delegates will use the case of “American Standard” to understand the timing and phases as

well as critical elements in hostile deals and what can be done to combat hurdles and poison

pills put in place by the defender

• 3 KEY EVENTS OF SUCCESSFUL M&A INTEGRATIONS

Delegates will work through the reasoning, desired outcome and agenda of the 3 key events in

any successful M&A integration. (Executive Alignment – Signing; Synergy Working Session –

Signing to Closing; Transition Team Launch - Day One)

• 7 DEADLY SINS OF M&A INTEGRATION

Delegates will learn about the 7 key issues that need to be avoided at all times and what to put

in place instead to ensure integration success

15:15 - 18:00

Afternoon Refreshments Break15:00 - 15:15





DUE DILIGENCE AND SYNERGIES – ANALYZING A TARGET COMPANY AND ITS VALUE CREATION POWER• UNDERSTANDING DUE DILIGENCE

Discussion of the due diligence process and its components

• COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSES ON A TARGET BUSINESS

What are the most critical fi nancial metrics that need to be fully understood?

‘Group Exercise IX’ – Working Capital Analysis

• ANALYZING TRANSACTION SYNERGIES AND RISKS

Discussion of possible transaction challenges, risks, hurdles versus synergies and dis-

synergies. How to identify and quantify synergies using interviews? Introducing two largely

successful synergy templates used by MNCs

BUSINESS VALUATION• IDENTIFY THE KEY COMPONENTS OF THE PURCHASE PRICE FORMULA

‘Group Exercise X’ – Business valuation the simple way

• THE DIFFERENT APPROACHES USED FOR VALUATION AND THEIR DIFFERENCES

Group discussion of the valuation methodologies

‘Group Exercise XI’ – The delegates will be divided into groups, discuss and present a) the

advantages and disadvantages of the discount cash fl ow (DCF) valuation method, b) the

difference between enterprise value and equity value, c) the strengths and weaknesses of the

income approach, d) when to use a market vs cost approach in valuation

• HOW WILL SPECIFIC CORPORATE SITUATIONS IMPACT VALUATION RESULTS?

How to conduct valuations of loss makers using multiples? How do restructuring costs impact

valuations? How to use earn-outs in your valuation? How to incorporate LBO valuation principles

into your pricing?

• HARVARD BUSINESS CASE: LEVERAGE RESTRUCTURING AS A TAKEOVER DEFENCE

“THE CASE OF AMERICAN STANDARD”

‘Group Exercise XII’ – Darden Graduate School of Business Administration, The University of

Virginia – Use of fi nancial vehicles to defend a hostile take-over Group-case. The delegates will

work in groups to identify the fi nancial structure and the reasoning behind it. In addition we will

discuss non fi nancial structure elements and their applicability in a takeover defence.

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 12:30

DAY 2


08:30 - 17:00 / 17 January 2017




• REAL OPTIONS APPROACH

Discussion of the use of real options and their application in business valuation

Networking Luncheon

Afternoon Refreshments Break

Evaluation Form

TAX CONSIDERATIONS• TAX CONSIDERATIONS

What are the four key M&A tax considerations used in deal structures

TRANSACTION AGREEMENTS• KEY TRANSACTION AGREEMENTS TO MANAGE

‘Group Exercise XIII’ – What are the key agreements you need to manage in an M&A transaction?

Discussion of the SPA (Sales and Purchase Agreement), NDA (Non Disclosure Agreement), NSA

(No Shop Agreement), LOI (Letter of Intent), ERA (Employee Retention Agreement) (Reader:

Examples of typical agreements)

RESTRUCTURING THE BALANCE SHEET: ADJUSTING CAPITAL STRUCTURE• FUNDAMENTALS OF CAPITAL STRUCTURE

Review of cost versus fl exibility characteristics of fi nancial instruments. Discussion of pro’s

and con’s

• FINANCING VEHICLES / ALTERNATIVES

Review of available instruments covering a broad range from debt to equity structures including

hybrid instruments

• ASSESSING THE NEED FOR A CAPITAL STRUCTURE ADJUSTMENT

Identifying typical scenarios that trigger board of directors to consider adjustments to the

company’s capital structure and appropriate solutions to accomplish the objective. Solutions

may include above discussed instruments but also dividends, swaps, reverse rights, etc.

FINANCING THE ACQUISITION• LINKING DEAL STRUCTURES TO FINANCING STRUCTURES

Review of typical deal structures and associated fi nancial structures. Discussion of fi nancing

solutions such as equity issuance, leveraged acquisitions and leveraged buyouts, bridge

fi nancing deferred considerations: earn-outs, CVRs

12:30 - 13:30

14:45 - 15:00

15:00 - 15:15

13:30 - 14:45

15:15 - 16:45



Awarding Certifi cates & Closing of Program16:45 - 17:00


FACULTY DIRECTOR

PROGRAM ESSENCE

• Thomas has led some of the most successful M&A deals around the world – including Deutsche

Post acquisition of Global Mail, Goodyear Sumitomo Rubber merger, Avaya Global Connect

joint venture with Tata and Albany International and Geshmay group merger

• His successful deal transactions have been selected by Harvard as part of Harvard Business

School case studies on mergers and acquisitions

• Accomplished faculty leader who has taught in institutions like the KPMG Zürich University,

PWC European Center of Excellence and more

Thomas Kessler

Financial modeling is one of the most important aspects in any mergers and acquisitions. It is often the centrepiece of the entire M&A process that drives the overall valuation and sets the fi nancial expectations in your acquisitions. Recent

M&A research by Harvard suggest that 70% to 90% of acquisitions fail to meet the fi nancial expectations of the acquirer

because too often, companies pay the wrong price in their acquisitions.

In this 3-day intensive program on M&A Financial Modeling, you will learn how to construct a full merger model that incorporates sophisticated M&A concepts. With hands-on and interactive exercises, you will learn how to

establish the right valuation benchmark for your acquisition, model the financial impact of your transaction –

including earnings, synergies and cash flow analysis and review how to handle different acquisition financingfeatures. In addition to equipping you with fi nancial modeling skills, this program will explore the concepts on

deal structuring, deal structures and sophisticated concepts on synergies by using largely successful synergiestemplates used by MNCs.

DATES18 - 20 January 2017

LOCATIONThe Mira Hong Kong

TUITION FEESEarly Bird 1 (Register & pay by 21 November 2016): US$2,890

Early Bird 2 (Register & pay by 19 December 2016): US$3,090

Regular Tuition Fees: US$3,190

For limited time only by 19 December 2016, registration for 3 participants, the 4th participant will receive a

complimentary seat (one discount scheme will apply).


Phone: +65 6899 5030

PROGRAM INFORMATION

YOU MAY BE INTERESTED IN PROGRAM B

M&A FINANCIAL MODELING


• Structuring the Deal - Understand how to structure an M&A deal and set up your fi nancial model to take into

account different deal structures

• Valuation - Model the value of your target utilizing different valuation methods and set the right purchase price

for the acquisition

• Synergy Analysis - Value the synergies derived from the acquisition

• Financial Impact of Acquisition - Model the fi nancial impact of your transaction, including EPS accretion/dilution,

contribution analysis, pro-forma fi nancial statements and other fi nancial consequences

• Financing the Acquisition - Build a fl exible funding structure and derive the cash fl ow required to fi nance the

acquisition

• Financial Forecasting - Forecast the fi nancials of the combined entity, understand credit issues and leverage ratios

• Strategic Planning - Perform sensitivity and scenario analysis

This highly interactive program is designed for all C-level and senior level executives (SVP, VP, MD, Director, Head)

who are involved in M&A or who are in these roles or related ones: CFO, Finance, Financial Controller, Banking,

Treasury, Accounting, Strategic Planning / Management, Corporate Planning / Strategy, Group Strategy, Business

Planning / Analysis / Development, Private Equity / Venture Capital, Investor / Investing, Valuation

KEY BENEFITS

WHO WILL ATTEND THIS PROGRAM

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A transactions have been featured by Harvard Business School as HBS case study. You will also be exposed to group discussions and engage in live case studies with other fi nancial leaders and you will have the opportunity to establish a network with other fi nancial leaders like yourself across multiple industries and countries.

PROGRAM BM&A FINANCIAL MODELING


This course has been independently certifi ed as conforming to accepted CPD guidelines. On

average, this executive program contributes 24 hours towards your CPD. Delegates must register

at the start and close of each workshop to be awarded a certifi cate of completion.

In an increasingly globalized world, M&As are essential

mechanisms of shareholder value enhancement. M&A is

facilitating access to new markets, capacities and technologies,

as well as enabling organizations to focus on core competencies.

Well-planned and strategic M&As are transforming a number of

corporations into global or regional powerhouses and enabling

unprecedented growth beyond geographical market limitations.

As fi nancial modeling in M&A is often the centrepiece of the entire

M&A process, it is crucial that you and your organization have the

right capabilities to develop a full merger model that takes into

account all aspects of your M&A strategy.

In this 3-day intensive program on M&A Financial Modeling, you

will learn how to construct a full merger model that incorporates

sophisticated M&A concepts. With hands-on and interactive

exercises, you will learn how to establish the right valuation

benchmark for your acquisition, model the fi nancial impact of

your transaction – including earnings, synergies and cash fl ow

analysis and review how to handle different acquisition fi nancing

features. In addition to equipping you with fi nancial modeling

skills, this program will explore the concepts on deal structuring,

deal structures and sophisticated concepts on synergies by using

largely successful synergies templates used by MNCs.

This executive program is launched concurrently with Identifying Strategic Acquisitions and Structuring Successful M&A Deals. As

both programs are designed to help you establish the right M&A

capabilities for your organization, you are encouraged to send in

multiple participants to these two highly popular M&A programs.

Organizations who participate in both programs will receive

additional discount – please enquire for further details.

OVERVIEW

CPD CERTIFICATION DETAILS

PROGRAM OVERVIEWM&A FINANCIAL MODELING



RATIONALE FOR MERGERS & ACQUISITIONS• MERGERS & ACQUISITION VS. STRATEGIC ALLIANCES

When should you acquire versus forming a strategic alliance? What are the empirical

characteristics of successful strategic alliances versus a successful merger or acquisition

respectively?

‘Group Exercise I’ Discussion of the key characteristics of M&A transactions vs. Joint Ventures

• CURRENT TRENDS IN M&A

What is driving deals in the region? – Inbound/Outbound – Industry Trends.

• INTRODUCTION OF THE M&A LIFE-CYCLE

Gaining an overview of the three phases including a high level discussion of each step of the

pre deal, deal, and post deal phase. Identifi cation and defi nition of the key integration factors

that will assure your success

‘Group Exercise II’ Discussion of the M&A Life cycle

DEAL STRUCTURE• THE DEAL STRUCTURING PROCESS

Linking acquisition objective and organizational structure. What form of payments should you

be knowledgeable about when negotiating transactions?

• DEAL STRUCTURES: ACQUISITIONS, MERGERS, JOINT VENTURES, SPIN-OFFS, SPLIT-OFFS,

CARVE-OUTS AND DIVESTITURES, TARGET STOCK

Typical deal structures, implications of asset deals and stock deals in mergers & acquisitions,

structural intent, choice of transaction structure, benefi t-risk profi le of the respective corporate

event?

‘Group Exercise III’ – participants will review publicly known transactions for each respective

type and discuss the characteristics

MERGERS & ACQUISITIONS MODELING – P&L, Initial valuation, synergies• INTRODUCTION

How to model your M&A transaction? Delegates will be working through all key steps to

accomplish a merger model. The group work guides delegates through modeling topics as

well as a M&A transaction

08:30 - 09:00

10:15 - 10:30

09:00 - 10:15

10:30 - 12:30

DAY 1


08:30 - 18:00 / 18 January 2017

PROGRAM OUTLINEM&A Financial Modeling

SYNERGIES• ANALYZING TRANSACTION SYNERGIES AND RISKS

Discussion of possible transaction challenges, risks, hurdles versus synergies and dis-

synergies. How to identify and quantify synergies using interviews? Introducing two largely

successful synergy templates used by MNCs

• APPLY THE SYNERGY CONCEPT IN OUR CASE

Delegates will identify synergies (revenue, operating, capex), model them and apply them in

our model to demonstrate the impact on the target/combined case

‘Group Exercise VII’ Modeling of the synergies and their impact

o STEP 3: IDENTIFY SYNERGISTIC VALUE BUILD INTO THE DEAL (REVENUE, COST, CAPEX)

o STEP 4: USE BUYER P&L, TARGET P&L AND SYNERGY CASE TO BUILD

o STEP 5: PRO-FORMA INCOME STATEMENT FOR THE COMBINED GROUP


• COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSIS ON A TARGET BUSINESS

What are the most critical fi nancial metrics that need to be fully understood?

‘Group Exercise IV’ Modeling and Review of the P&L

o STEP 1: REVIEW TARGET’S HISTORICAL AND PROJECTED P&L, ADJUST IF NECESSARY

BUSINESS VALUATION• IDENTIFY THE KEY COMPONENTS OF THE PURCHASE PRICE FORMULA

‘Group Exercise V’ – Business valuation the simple way

• THE DIFFERENT APPROACHES USED FOR VALUATION AND THEIR DIFFERENCES

Group discussion of the valuation methodologies

‘Group Exercise VI’ – Delegates will discuss a) the advantages and disadvantages of the

discount cash fl ow (DCF) valuation method, b) the difference between enterprise value and

equity value, c) the strengths and weaknesses of the income approach, d) when to use a market

vs cost approach in valuation

• MODELING THE INITIAL VALUE OF THE TARGET VALUATION

Delegates will discuss the treasury method towards calculating the fully dilutive number of

shares / the ITM (in-the-money) convertible shares to. In addition we will defi ne the high level

deal assumptions and apply the valuation methodologies using our case

o STEP 2: VALUE TARGET COMPANY (DCF VS. MULTIPLES)

STEP 2.1: TREASURY METHOD TOWARDS CALCULATING THE FULLY DILUTIVE

NUMBER OF SHARES

STEP 2.2: CALCULATE IN-THE-MONEY CONVERTIBLE SHARES

STEP 2.3: DEFINE ENTERPRISE VALUE

STEP 2.4: DEFINING THE DEAL ASSUMPTIONS

STEP 2.5: VALUING THE TARGET USING DCF AND MULTIPLES

13:30 - 14:45

Networking Luncheon12:30 - 13:30

15:00 - 18:00

Afternoon Refreshments Break14:45 - 15:00

PROGRAM OUTLINEM&A FINANCIAL MODELING



MERGERS & ACQUISITIONS MODELING – CASH FLOW AND B/S STEPS• COMPLETING CORE WORKING CAPITAL ANALYSIS ON A TARGET BUSINESS

What are the most important steps in the working capital analysis?

‘Group Exercise VIII’ – Working Capital Analysis and transfer into our case model

o STEP 6: BUILD THE WORKING CAPITAL SCHEDULE (BASIS SALES/COGS)

• COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSIS ON THE BALANCE SHEET OF

A TARGET BUSINESS

Discussion of the quality of asset and liability positions and most important net assets, net debt

and debt like assets?

‘Group Exercise IX’ – Net Debt Analysis and application in our case model

o STEP 7: REVIEW TARGET’S HISTORICAL (LTM) B/S AND BUILD PROJECTED B/S,

ADJUST FOR CAPEX SYNERGIES, AND RESTRUCTURING INITIATIVES

o STEP 8: DEVELOP A DEPRECIATION SCHEDULE FOR FIXED ASSETS (ADDITIONAL

INFORMATION NEED TO BE ENTERED FOLLOWING THE PURCHASE PRICE

ALLOCATION)

o STEP 9: DEVELOP AN INTANGIBLE ASSET AMORTIZATION SCHEDULE

MERGERS & ACQUISITIONS MODELING – CASH FLOW AND B/S STEPS• COMPLETING CORE CASH FLOW ANALYSIS ON A TARGET BUSINESS

What are the most important steps in the cash fl ow analysis? Analysis of the cash conversion

rate, e.g. bridging EBIDA and Free Cash Flow?

‘Group Exercise X’ – Application in our case model

o STEP 10: BUILD THE INITIAL CASH FLOW STATEMENT (AS MUCH AS POSSIBLE AT THIS STAGE)

MERGERS & ACQUISITIONS MODELING – PRICING, FINANCING• COMPLETING CORE CASH FLOW ANALYSIS ON A TARGET BUSINESS

‘Group Exercise XI’ – Development of a pricing understanding in our case model

o STEP 11: DEFINE A ROUGH PRICE ASSUMPTION BASED ON THE INITIAL VALUATION

o STEP 12: DEFINE THE POTENTIAL RANGE OF A CONTROL PREMIUM INCLUDING

IMPACT OF ITM STOCK OPTIONS, ITM CONVERTIBLES.

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 12:30

DAY 2


08:30 - 18:00 / 19 January 2017



Networking Luncheon


MERGERS & ACQUISITIONS MODELING – PRICING, FINANCING• DELEGATES WILL REVIEW THE MOST IMPORTANT CONCEPTS THAT INFLUENCE PRICING

AND FINANCING OF A TRANSACTION

‘Group Exercise XII’ – Application in our case model

• FUNDAMENTALS OF CAPITAL STRUCTURE

Review of cost versus fl exibility characteristics of fi nancial instruments. Discussion of pro’s

and con’s

• FINANCING VEHICLES / ALTERNATIVES

Review of available instruments covering a broad range from debt to equity structures including

hybrid instruments

• LINKING DEAL STRUCTURES TO FINANCING STRUCTURES

Review of typical deal structures and associated fi nancial structures. Discussion of fi nancing

solutions such as equity issuance, leveraged acquisitions and leveraged buyouts, bridge

fi nancing deferred considerations: earn-outs, CVRs

o STEP 13: FINANCING OF THE TRANSACTION - PREPARE INITIAL FINANCIAL STRUCTURE

MERGERS & ACQUISITIONS MODELING – PRICING, FINANCINGGroup Exercise XIII’ – Developing the fi nancing structure and application in our case model.

o STEP 14: DEVELOP INITIAL FEES, PROCEEDS, INTEREST RATES AND AMORTIZATION

SCHEDULES AND DEFINE A MINIMUM CASH BALANCE

ESTABLISH FINANCIAL INSTRUMENT OVERVIEW (COST AND TIMING)

DEFINE MINIMUM CASH BALANCE (RULE OF THUMB 2-10% OF SALES)

o STEP 15: DEVELOP AN INTEREST RATE OVERVIEW BY YEAR

o STEP 16: BUILD A DEBT SCHEDULE

o STEP 17: BUILD AN AMORTIZATION SCHEDULE FOR CAPITALIZED FINANCING COST

12:30 - 13:30

15:00 - 15:15

13:30 - 15:00

15:15 - 18:00





MERGERS & ACQUISITIONS MODELING – PPA• TAX CONSIDERATIONS

What are the four key M&A tax considerations used in deal structures. Delegates will review

the Link between deal structures

‘Group Exercise XIV’ - Delegates will model the Purchase Price Allocation (PPA) and its impact

if the M&A transaction is an asset deal or stock deal transaction

o STEP 18: CONDUCT A PURCHASE PRICE ALLOCATION

o STEP 19: ASSESS BOOK AND TAX STEP UP OF ASSETS PURCHASED - IN CASE OF AN

ASSET DEAL

MERGERS & ACQUISITIONS MODELING – PPA‘Group Exercise XV’ - Delegates will continue to model the impact of the Purchase Price

Allocation (PPA)

o STEP 20: ASSESS BOOK STEP UP OF ASSETS PURCHASED IN CASE OF AN EQUITY DEAL

o STEP 21: ASSOCIATE PURCHASE PRICE ALLOCATION EFFECTS TO CONSOLIDATED B/S

o STEP 22: BUILD THE BALANCE SHEET POST PPA

o STEP 23: DEVELOP AND EXPAND TAX SCHEDULE

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 12:30

DAY 3

08:30 - 17:00 / 20 January 2017

Networking Luncheon


Evaluation Form

MERGERS & ACQUISITIONS MODELING – TRANSACTION FINANCIALS• TRANSACTION FINANCIALS

‘Group Exercise XVI’ - Delegates will complete the fi nancial modeling for the P&L and Balance

sheet post deal including a cash analysis needed to support the fi nancing structure used

o STEP 24: PROJECTED P&L POST DEAL

o STEP 25: BUILD THE TRANSACTION BALANCE SHEET

o STEP 26: IDENTIFY HOW MUCH CASH IS GENERATED TO REFINANCE TRANSACTION

12:30 - 13:30

14:45 - 15:00

15:00 - 15:15

13:30 - 14:45



AWARDING CERTIFICATES & CLOSING OF PROGRAM

MERGERS & ACQUISITIONS MODELING – TRANSACTION FINANCIALS‘Group Exercise XVII’ – Developing the review and model the returns from the transaction,

compare against the hurdle rate for transactions and refl ect on the price ranges for the

transaction

o STEP 27: REVIEW IF THE RETURNS BASED ON EQUITY VALUE IMPROVEMENT MEET

FIRMS HURDLE RATE AND MAXIMUM PRICING/VALUATION FOR THE TRANSACTION

‘Group Exercise XVIII’ – In closing the transaction modeling delegates will review the impact

of the transaction on EPS

o STEP 28: PRESENTATION OF TRANSACTION IMPACT ON EPS ACCRETION / DILUTION

16:45 - 17:00

15:15 – 16:45


PARTICIPATING COMPANIESMore than 5,000 companies have participated in our programs

ADVERTISING, INTERNET, MEDIA,PUBLISHINGBBC Worldwide

CNN

eBay

LinkedIn

MediaCorp

Saatchi & Saatchi

Singapore Press Holdings

The Financial Times

The Hoffman Agency

The Walt Disney Company

Thomson Reuters

CONGLOMERATEFraser & Neave

General Electric

General Motors

Mitsubishi

Monsanto

Siemens AG

Sodexo

FINANCIAL SERVICES, INSURANCEBank of America Merrill Lynch

AIA

Allianz Global Investors

American Express

Aviva

AXA

Barclays Bank

Citibank

DBS Bank

Deutsche Bank

HSBC

JP Morgan Chase Bank

Manulife

MasterCard

Maybank

Mizuho Bank

OCBC Bank

PayPal

Prudential

Rabobank

Standard Chartered Bank

Suncorp

Swiss Reinsurance

TD Securities

Visa

Westpac

Zurich Insurance

FOOD, BEVERAGECoca-Cola Beverages

Danone

Ferrero

Heineken

McDonald

PepsiCo


GOVERNMENT, NONPROFITAustralian Securities and Investments

Commission

Central Provident Fund Board

Changi Airport Group

Economic Development Board

GIC

NSW Treasury

Serco

Temasek Group

HEALTHCARE, PHARMACEUTICALSAbbott Laboratories

Eu Yan Sang

Glaxosmithkline

Hoffmann-La Roche

Johnson & Johnson

Merck

Pfi zer

Sanofi

HOSPITALITYCapitaLand

Far East Organization

Frasers Hospitality

Hilton Worldwide

Marriott Hotels

Pan Pacifi c Hotels Group

Shangri-La Hotels & Resorts

MANUFACTURING (CONSUMER)British American Tobacco

Estee Lauder

Fonterra Brands

Heineken

Kimberly-Clark

Kraft Foods

Lego

Mars Foods

Nestlé

Procter & Gamble

Unilever

MANUFACTURING (INDUSTRIAL)Airbus

Corning Optical Communications

Daimler

Harley Davidson

Intel Semiconductor

Rolls-Royce

Volvo Group

Wearnes Automotive

OIL & GAS, NATURAL RESOURCESCaltex

Chevron

ConocoPhillips

ExxonMobil

Maersk

Petronas

Santos

Saudi Arabian Oil

Schlumberger

Shell

PROFESSIONAL SERVICESAECOM

Aon Hewitt

Ernst & Young

PricewaterhouseCoopers

RETAIL, TRADEAdidas

Cargill

DFS

Harvey Norman

Hennes & Mauritz

IKEA

L’Oreal

Marks and Spencer

NTUC Fairprice

Tesco

TECHNOLOGY, ELECTRONICS3M

Apple

Canon

Dell

Hewlett Packard

Intel Technology

Lenovo

Micron Technology

Microsoft

Oracle

SAP

Sony Electronics

TE Connectivity

TELECOMMUNICATIONSEricsson

Nokia

Olive Communications

Singtel

Starhub

Tata Communications

Telstra

Verizon

Vodafone

TRANSPORTATIONAuckland Transport

Cathay Pacifi c Airways

Dubai Air Navigation Services

New Zealand Transport Agency

Fiji Airways

Metro Trains Melbourne

NSW Trains

SBS Transit

FACULTY DIRECTOR

THOMAS KESSLER’S TESTIMONIALS

enthusiastic participation

in all of our training was

excellent. I have no doubt

that it would not have

been that success without

his presence. Both of his

expertise and personal

attitudes have made a great

impact towards

delegate’s expectations.

This is one of the bestcourses I have attended.Very comprehensive and detailed in coverage.

SVP

TriQuint International Pte Ltd

Find more Thomas Kessler’s testimonials here:

http://www.claridenglobal.com/download/Thomas_Kessler_Testimonials.pdf

VP and MD

TriQuint International Pte Ltd

“

“ ““



Phone: +65 6899 5030

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EXECUTIVE

PROGRAMS

Clariden Global delivers custom learning programs for organizations all around the world. Whatever your business

challenges are, we create focused learning experience that enables your organization to achieve success. Through

partnerships with the most renowned thought leaders, industry experts and professors from around the world,

these in-house custom executive programs will equip you with essential skills and capabilities to develop and

implement strategies more effectively at your organization.

Engage with our thought leader today:

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University PWC European Center of Excellence and Ericsson Training Center with over 19 years of

M&A experience

Thomas Kessler

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Program A (16 - 17 January): Identifying Strategic Acquisitions and

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