Certified Merger and Acquisition

Analyst

VS-1005

Certified Merger and Acquisition Analyst

www.vskills.in

Certified Certified Certified Certified Merger and AcquisitionMerger and AcquisitionMerger and AcquisitionMerger and Acquisition AnalystAnalystAnalystAnalyst

Certification CodeCertification CodeCertification CodeCertification Code VSVSVSVS----1010101000005555

Vskills certification in Merger and Acquisitions provides a brief overview of the techniques

and practice involved in the process of merger and acquisitions. The purpose of the course

is to bring about an understanding of how mergers and acquisitions work. The certification

asses the candidates on the basis of the rationale to select acquisition targets, valuation and

capability to handle complex process such as identifying acquisition strategies, closing the

deal and thinking through integration issues etc. Practicing mergers and acquisitions

requires a strong proficiency in accounting, finance and business acumen.

Why should one take this certification?Why should one take this certification?Why should one take this certification?Why should one take this certification?

The certification exam helps working professionals in improving skills and getting better

equipped for the job or for the purpose of proving the employer that you posses the skills

required to perform the task. The certification helps build your CV and acts as an

additional qualification that significantly improves your chances of getting the desired role.

Who will benefit from taking this certification?Who will benefit from taking this certification?Who will benefit from taking this certification?Who will benefit from taking this certification?

Job seekers looking to find employment in the field of M&A of various companies,

students generally wanting to improve their skill set and make their CV stronger and

existing employees looking for a better role by proving their employers the value of their

skills through this certification.

Test Details:Test Details:Test Details:Test Details:

• Duration:Duration:Duration:Duration: 60 minutes

• No. of questions:No. of questions:No. of questions:No. of questions: 50

• Maximum marks:Maximum marks:Maximum marks:Maximum marks: 50, Passing marks: 25 (50%); There is no negative marking in

this module.

Fee Structure:Fee Structure:Fee Structure:Fee Structure:

Rs. 3,000/- (Includes all taxes)

Certified Merger and Acquisition Analyst

www.vskills.in

Companies that hireCompanies that hireCompanies that hireCompanies that hire Vskills Vskills Vskills Vskills Merger and Acquisition Merger and Acquisition Merger and Acquisition Merger and Acquisition AnalystAnalystAnalystAnalyst

Vskills Certified Merger and Acquisition Analyst might find employment in all kind of

companies, big or small, playing important roles in providing strategic and operational

guidance. The certified candidates may get hired as consultants to companies or investment

banks to acts as intermediary to broker a deal or serve as an advisor either to the acquirer

or the target company, and may also help in financing a deal.

Certified Merger and Acquisition Analyst

www.vskills.in

Table of Content

Introduction to M & AIntroduction to M & AIntroduction to M & AIntroduction to M & A

1.1 Understanding Key terms

1.2 Motivation behind M&A

1.3 Fundamental of M&A

1.4 Types of M&A Deals

1.5 Stages in M&A

1.6 Challenges of M&A deals

Seller’s perspectiveSeller’s perspectiveSeller’s perspectiveSeller’s perspective

1.7 Selling Process and Decision Path

1.8 Preparing for sale

1.9 Preparation mistakes

1.10 Understanding seller’s objective

1.11 Post closing plans

Buyer’s perspectiveBuyer’s perspectiveBuyer’s perspectiveBuyer’s perspective

1.12 Building the team 1.13 Designing acquisition plan 1.14 Approaching for sale 1.15 Dealing with the seller

Corporate RestructuringCorporate RestructuringCorporate RestructuringCorporate Restructuring

1.16 Meaning and Scope of restructuring 1.17 Modes of corporate restructuring 1.18 Planning, formulation and execution of corporate restructuring strategies

Management Management Management Management ProcessProcessProcessProcess

1.19 Risk Management 1.20 Assumption Management 1.21 Dependency Management 1.22 Quality Management 1.23 Cost Management 1.24 Stakeholder Management 1.25 Communications Management 1.26 Issue Management

Legal RegulationsLegal RegulationsLegal RegulationsLegal Regulations

1.27 Companies Act, 1956

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1.28 Competition Act, 2002 1.29 Foreign Exchange Management Act, 1999 1.30 SEBI Takeover Code, 1994 1.31 Indian Income Tax Act, 1961 1.32 SEBI (Buy-back of Securities) Regulations, 1998 1.33 SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997 1.34 SEBI (Delisting of Securities) Guidelines, 2003

Cross Border mergers and acquisitionCross Border mergers and acquisitionCross Border mergers and acquisitionCross Border mergers and acquisition

1.35 Trends and Pattern 1.36 Reasons for Cross border deals 1.37 Intensity of cross border deals 1.38 Value involvement and route of acquisition 1.39 Inbound and Outbound Cross Border M&A

Corporate demerger and reverse mergerCorporate demerger and reverse mergerCorporate demerger and reverse mergerCorporate demerger and reverse merger

1.40 Concept and modes of demerger 1.41 Demerger and voluntary winding up 1.42 Procedural aspects of reverse merger 1.43 Tax aspects and relief’s policies

Due diligenceDue diligenceDue diligenceDue diligence

1.44 Process and organization for due diligence 1.45 Types of Due diligence

Pricing and ValuationPricing and ValuationPricing and ValuationPricing and Valuation

1.46 Key concepts of pricing 1.47 Valuation overview 1.48 Factors influencing valuation 1.49 Methods of valuation 1.50 Challenges in valuation

Funding MergeFunding MergeFunding MergeFunding Mergers and Takeoversrs and Takeoversrs and Takeoversrs and Takeovers

1.51 Financial alternatives 1.52 Funding through financial instruments 1.53 Funding through Financial institutions

Negotiation and BiddingNegotiation and BiddingNegotiation and BiddingNegotiation and Bidding

1.54 Takeover strategies 1.55 Styles of negotiation 1.56 Negotiation Process 1.57 Resistance strategies

Post Merger IntegrationPost Merger IntegrationPost Merger IntegrationPost Merger Integration

1.58 Change Management 1.59 Integration Planning

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1.60 Integration Success

Post Acquisition ReviewPost Acquisition ReviewPost Acquisition ReviewPost Acquisition Review

1.61 Team Review 1.62 Post-deal audits 1.63 Role of advisors

Post closing issuePost closing issuePost closing issuePost closing issue

1.64 Staffing issues 1.65 Corporate culture 1.66 Corporate Identity 1.67 Postmerger key lessons

Certified Merger and Acquisition Analyst

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Course OutlineCourse OutlineCourse OutlineCourse Outline

Introduction to M Introduction to M Introduction to M Introduction to M & A& A& A& A

� Explains the motivation behind mergers and acquisition

� Explains the cyclic nature of mergers and acquisitions

� Discusses the fundamentals of M&A deals in terms of volumes and value

� Explains the motivation behind M&A

� Briefly describe the stages involved in M&A deals

� Discusses the different categories of M&A deals such as horizontal, vertical and

conglomerate mergers

� Explains the challenges faced in M&A deals

� Explains the rationale and objectives of M&A deal from the shareholder’s and

managerial perspective

Seller’s perspectiveSeller’s perspectiveSeller’s perspectiveSeller’s perspective

� Explains the common reasons for selling a company

� Explains the process involved in selling and decision Path

� Illustrates the necessary steps involved in sale such as selecting seller’s team,

preparing the plan of action, understanding market dynamics and valuation,

generating a target list, conducting legal audits, identifying marketing strategies to

attract prospective buyer and managing the process

� Illustrate common preparation mistakes

� Explains the importance of deal terms and terms that fits the sellers objective

� Explains plans and strategies post closing

Buyer’s perspectiveBuyer’s perspectiveBuyer’s perspectiveBuyer’s perspective

� Explains the steps in assembling the team such as lawyers, external auditors,

valuation experts etc for external activities and finance, operations, sales and

marketing team for internal activities

� Illustrates the process involved in designing the acquisition plan such as identifying

the objective, outlining the plan etc

� Explains the process involved when approaching for sale

� Explains procedure to deal with the seller’s management team

Corporate RestructuringCorporate RestructuringCorporate RestructuringCorporate Restructuring

� Illustrates about the meaning and scope of restructuring

� Explains the modes of corporate restructuring

� Explains the steps involved in planning, formulation and execution of corporate restructuring strategies

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Management Process Management Process Management Process Management Process

� Explains the types of risk, need of identifying risks, relative significance and process

involved in mitigating risk

� Explains the process involved in risk management such as understanding the

determinants of risk behavior

� Explains the purpose of assumption management and stage involved such as

definition, verification and closure stage

� Explains the purpose of dependency management and stage involved such as

definition, delivery, verification and closure stage

� Explains the quality management process such as conducting quality reviews and

deliverables review

� Explains the process of cost management involving tracking and reviewing actual

cost, cost variation, analyzing overall performance and reconciliation of the

difference

� Describes the process involved in managing the resources taking into account

required skills, supply, availability and cost

� Describes the steps involves in stakeholder management such as identifying all

stakeholders, constraints imposed and understanding priorities of the stakeholder

� Explains the steps involved in communications management such as

communication planning, information distribution and marinating performance

reports

� Describes the issue management process and stages involved

Legal RegulationsLegal RegulationsLegal RegulationsLegal Regulations

� Companies Act, 1956

� Competition Act, 2002

� Foreign Exchange Management Act, 1999

� SEBI Takeover Code, 1994

� Indian Income Tax Act, 1961

� SEBI (Buy-back of Securities) Regulations, 1998

� SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997

� Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003

Cross Border mergers and acquisitionCross Border mergers and acquisitionCross Border mergers and acquisitionCross Border mergers and acquisition

� Explains the key drivers for cross border merger and acquisitions

� Explains the trends and pattern of cross border merger and acquisition

� Illustrates the intensity of cross border deals

� Explains the value involvement and route of acquisition

� Explains inbound and outbound cross Border M&A

Corporate demerger and reverse mergerCorporate demerger and reverse mergerCorporate demerger and reverse mergerCorporate demerger and reverse merger

� Explains the concept and modes of demerger

� Explains the reasons for Demerger and voluntary winding up

� Illustrates the procedural aspects of reverse merger

� Explains tax aspects and relief’s policies

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Due diligenceDue diligenceDue diligenceDue diligence

� Explains the key factor and process involved in conducting informative due

diligence

� Explains different types of due diligence information such as internal and external

information

� Explains the importance and process to conduct financial due diligence with a view

to obtain the previous profits of the company to canvas the financial futures

� Describes the process of legal due diligence which involves scrutinizing corporate ,

financial, management and employment matters

� Illustrates the use of business intelligence techniques in the process of commercial

due diligence to obtain qualitative insight

� Explains the process of management due diligence involving the practice for

acquirers to investigate to evaluate performances and to ensure the compatibility

between the managements of the acquirer and target company

� Explains the need and requirement of ethical due diligence to determine the

engagement of management in unethical professional acts

ValuationValuationValuationValuation and Pricing and Pricing and Pricing and Pricing

� Explains the key concepts and lessons of pricing

� Provides an overview of valuation

� Explains the basic methods of valuation such as comparable company and

comparable transaction analysis, asset valuation, and discounted cash flow (DCF)

valuation � Illustrates the challenges in valuation such as valuating small companies etc

Funding Mergers and TakeoversFunding Mergers and TakeoversFunding Mergers and TakeoversFunding Mergers and Takeovers

� Illustrates different financial alternatives for debt-financing including asset based

lending, cash flow financing and equity financing

Negotiation and BiddingNegotiation and BiddingNegotiation and BiddingNegotiation and Bidding

� Describes the different takeover strategies such as toeholds, casual pass, bear hugs,

tender offers, freeze out, fairness opinion

� Explains the process of negotiation involving identification of the starting point,

resistance point, finding the agreement and determining best solutions for both

parties

� Explains the two styles of negotiation - Hard and Soft negotiation

� Illustrates the different strategies used for resisting hard line attack

Post Merger IntegrationPost Merger IntegrationPost Merger IntegrationPost Merger Integration

� Explains the change management process for the acquirer

� Describes the process of integration planning to mitigate cost involving high level

merger planning, initial organization merger planning, post-deal integration and

psychological integration

� Explains the key feature to integration success such as communication, leadership,

client nurturing etc

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Post Acquisition ReviewPost Acquisition ReviewPost Acquisition ReviewPost Acquisition Review

� Explains the importance of post-deal review and the process therein which involves

reviewing strategies, analyzing the deal process and conducting post-deal audits

� Explains the role of advisors

Post Closing IssuesPost Closing IssuesPost Closing IssuesPost Closing Issues

� Illustrates staffing level and human resources related issues � Illustrates problems related to attitude and corporate culture � Explains the issues related to corporate identity and legal issues � Explains key lessons postmerger

Certified Merger and Acquisition Analyst

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Sample QuestionsSample QuestionsSample QuestionsSample Questions

1. 1. 1. 1. The restructuring of a corporation should be undertaken ifThe restructuring of a corporation should be undertaken ifThe restructuring of a corporation should be undertaken ifThe restructuring of a corporation should be undertaken if ______________. ______________. ______________. ______________.

A. the restructuring can prevent an unwanted takeover

B. the restructuring is expected to create value for shareholders

C. the restructuring is expected to increase the firm's revenue

D. the interests of bondholders are not negatively affected

2. 2. 2. 2. By using a __________By using a __________By using a __________By using a __________________, the firm can independently control consid, the firm can independently control consid, the firm can independently control consid, the firm can independently control considerable erable erable erable

assets with a very limited amount of equity.assets with a very limited amount of equity.assets with a very limited amount of equity.assets with a very limited amount of equity.

A. joint venture B. leveraged buyout (LBO) C. spin-off D. consolidation

3333. . . . A bidder that offers a higher price to the first fixed quantity of shares tendered A bidder that offers a higher price to the first fixed quantity of shares tendered A bidder that offers a higher price to the first fixed quantity of shares tendered A bidder that offers a higher price to the first fixed quantity of shares tendered

and a lower second price for all remaining shaand a lower second price for all remaining shaand a lower second price for all remaining shaand a lower second price for all remaining shares is engaging in __________.res is engaging in __________.res is engaging in __________.res is engaging in __________.

A. a strategic acquisition

B. a financial acquisition

C. a two-tier tender offer

D. shark repellent

4. 4. 4. 4. A firm can acquire another firm __________.A firm can acquire another firm __________.A firm can acquire another firm __________.A firm can acquire another firm __________.

A. only by purchasing the assets of the target firm

B. only by purchasing the common stock of the target firm

C. by either purchasing the assets or the common equity of the target firm

D. None of the above are methods of acquiring the target firm

5. 5. 5. 5. How should a successful acquisition be evaluated in the longHow should a successful acquisition be evaluated in the longHow should a successful acquisition be evaluated in the longHow should a successful acquisition be evaluated in the long----run?run?run?run? A. The acquisition is successful if the acquirer is able to increase its earnings per share

(EPS), relative to what it would have been without the acquisition

B. The acquisition is successful if the acquirer is able to reduce its debt-to-total asset ratio,

and hence risk, relative to what it would have been without

C. The acquisition is successful if the acquirer is able to diversify its asset base and reduce

its overall risk

D. The acquisition is successful if the market price of the acquirer's stock increases over

what it would have been without the acquisition

Answers: 1 (B), 2 (B), 3 (C), 4 (C), 5 (A)