mergers and acquisitions week - clariden global · 2016-07-19 · 2016 clariden mergers and...

Knowledge for the world business leaders C L A R I D E N

Mergers and Acquisitions Week

2 Separately Bookable Seminars in 1 Location

Session A: Identifying Strategic Acquisitions and Structuring Successful M&A Deals31 October - 1 November 2016 (Monday & Tuesday)

These two sessions 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.

Session B: Mergers and Acquisitions Financial Modeling2 - 4 November 2016 (Wednesday - Friday)

• 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

• Adjunct Professor – Thomas has taught in major institutions like the Zürich University, KPMG, PWC European Center of Excellence and more

Thomas Kessler

This Program Has Been Independently Certifi ed and Accredited by CPD, an Internationally Recognized Certifi cation Board

Driving Transformation Deals

31 October - 4 November 2016Conrad London St James

Make the Right Move. Seal the Deal.

With over 19 years of M&A experience, Thomas Kessler has led major landmark M&Atransactions including Deutsche Post acquisition of Global Mail, Deutsche Telekom OrangeNetherlands combination, Goodyear Sumitomo Rubber merger, Avaya Global Connect JV withTata, Wacker and Air Products JV and the Albany International and Geshmay group merger.The latt er has been featured as a Harvard Business School Case Study. He is now the Founderand Managing Partner of IntegrationSuccess GmbH. His primary focus is on creating fi nancialvalue for companies through M&A, JV and corporate restructuring. He has been involved inover 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, ZürichUniversity PWC European Center of Excellence and Ericsson Training Center.

At the end of the program, you will receive a comprehensive list of M&A documentations and fi nancial models, including M&A models, sample share and purchase agreements, due diligence checklist and other important documentations tohelp you succeed in your next acquisition.


2Contact Admissions Offi ce at +44 (0)20 7129 1222 | [email protected] | www.claridenglobal.com

2016 Clariden Mergers and Acquisitions Week

Mergers and Acquisitions Financial ModelingSession B: 2 - 4 November 2016, Conrad London St James



• Accomplished faculty leader who has taught in institutions like the KPMG Zürich University, PWC European Center of Excellence and more

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 SumitomoRubber merger, Avaya Global Connect JV with Tata, Wacker and Air Products JV and the Albany Internationaland Geshmay group merger. The latt er has been featured as a Harvard Business School Case Study. He is nowthe Founder and Managing Partner of IntegrationSuccess GmbH. His primary focus is on creating fi nancial valuefor companies through M&A, JV and corporate restructuring. He has been involved in over 25 major transactionswith a total valuation of more than US$20 billion. Thomas is an accomplished faculty leader in universities andinstitutions globally such as the KPMG, Zürich University PWC European Center of Excellence and EricssonTraining Center.

Program:

Dates: Location:

Mergers and Acquisitions Financial Modeling2 - 4 November 2016Conrad London St James

Early Bird 1 (Register & pay by 5 September 2016):Early Bird 2 (Register & pay by 3 October 2016): Regular Tuition Fee:

For limited time only by 3 October 2016, registration for 3 participants, the 4th participant will receive a complimentaryseat (one discount scheme will apply)

£2,090£2,290£2,390

EXECUTIVE SUMMARY

“This is one of the best courses I have att ended. Very comprehensive and detailed in coverage”

– SVP, Iskandar Investment

“Thomas Kessler’s 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 att itudes has made a great impact towards delegate’s expectations”

– VP and MD, TriQuint International Pte Ltd

Financial modeling is one of the most important aspects in any mergers and acquisitions. It is oft en 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 oft en, companies pay the wrong price in their acquisitions.

In this 3-day intensive program on Mergers and Acquisitions 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 diff erent 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.

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

ProgramEssence:

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.

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

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

• Valuation - Model the value of your target utilizing diff erent 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

KEY TAKEAWAYS:

DEVELOP KEY M&A CAPABILITIES FOR YOUR ORGANIZATION!

WHO WILL BENEFIT THE MOST






CPD CERTIFICATION DETAILS

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

PROGRAM OVERVIEW

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 regionalpowerhouses and enabling unprecedented growth beyond geographical market limitations. As fi nancial modeling in M&A is oft en the centrepiece of the entire M&A process, it is crucial that you and your organization have the rightcapabilities to develop a full merger model that takes into account all aspects of your M&A strategy.

In this 3-day intensive program on Mergers and Acquisitions 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 diff erent acquisitionfi nancing features. In addition to equipping you with fi nancial modeling skills, this program will explore the conceptson 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 SuccessfulM&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 whoparticipate in both programs will receive additional discount – please enquire for further details.

PROGRAM OUTLINE

08:30 - 09:00

09:00 - 10:15

DAY ONE (2 November 2016)

RATIONALE FOR MERGERS & ACQUISITIONS

Registration & Welcome Coff ee & Tea

• MERGERS & ACQUISITION VS. STRATEGIC ALLIANCES

• CURRENT TRENDS IN M&A

• INTRODUCTION OF THE M&A LIFE-CYCLE

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 I’ discussion of the key characteristics of M&A transactions vs. Joint Ventures’

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

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 willassure your success‘Group Exercise II’ discussion of the M&A Life cycle.’





10:15 - 10:30

12:30 - 13:30

10:30 – 12:30

13:30 – 14:45

DEAL STRUCTURE

BUSINESS VALUATION

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

Morning Refreshments Break

Networking Luncheon

• 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 STOCKTypical 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 typeand discuss the characteristics

• 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 DIFFERENCESGroup 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 diff erence 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 VALUATIONDelegates 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

• 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

• COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSIS ON A TARGET BUSINESSWhat 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





14:45 – 15:00

15:00 - 18:00

09:00 - 10:30

10:45 – 12:30

SYNERGIES

MERGERS & ACQUISITIONS MODELING – CASH FLOW AND B/S STEPS

MERGERS & ACQUISITIONS MODELING – CASH FLOW AND B/S STEPS

Afternoon Refreshments Break

• ANALYZING TRANSACTION SYNERGIES AND RISKSDiscussion 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 CASEDelegate 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 BUILDo STEP 5: PRO-FORMA INCOME STATEMENT FOR THE COMBINED GROUP

• COMPLETING CORE WORKING CAPITAL ANALYSIS ON A TARGET BUSINESSWhat 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 SHEETOF A TARGET BUSINESSDiscussion 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, ADJUSTFOR 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

• COMPLETING CORE CASH FLOW ANALYSIS ON A TARGET BUSINESSSWhat 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 THISSTAGE)

08:30 - 09:00

10:30 - 10:45

DAY TWO (3 November 2016)







MERGERS & ACQUISITIONS MODELING – PRICING, FINANCING‘Group Exercise XI’ – Development of a pricing understanding in our case model’

o STEP 11: DEFINE A ROUGH PRICE ASSUMPTION BASED ON THE INITIAL VALUATIONo STEP 12: DEFINE THE POTENTIAL RANGE OF A CONTROL PREMIUM INCLUDING IMPACT

OF ITM STOCK OPTIONS, ITM CONVERTIBLES.

12:30 - 13:30

15:00 - 15:15

Networking Luncheon


13:30 – 15:00

15:15 – 18:00

09:00 – 10:30

MERGERS & ACQUISITIONS MODELING – PRICING, FINANCING

MERGERS & ACQUISITIONS MODELING – PRICING, FINANCING

MERGERS & ACQUISITIONS MODELING – PPA

• DELEGATES WILL REVIEW THE MOST IMPORTANT CONCEPTS THAT INFLUENCE PRICINGAND 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 fi nancing structuresReview 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

Group Exercise XIII’ – Developing the fi nancing structure and application in our case model.

o STEP 14: DEVELOP INITIAL FEES, PROCEEDS, INTEREST RATES AND AMORTIZATIONSCHEDULES 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 YEARo STEP 16: BUILD A DEBT SCHEDULEo STEP 17: BUILD AN AMORTIZATION SCHEDULE FOR CAPITALIZED FINANCING COST

• TAX CONSIDERATIONSWhat 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

08:30 - 09:00

DAY THREE (4 November 2016)









10:30 - 10:45

12:30 - 13:30

14:45 - 15:00

15:00 - 15:15

16:45 - 17:00


Networking Luncheon


Evaluation Form

AWARDING CERTIFICATES & CLOSING OF PROGRAM

10:30 – 12:30

13:30 – 14:45

15:15 – 16:45

MERGERS & ACQUISITIONS MODELING – PPA

MERGERS & ACQUISITIONS MODELING – TRANSACTION FINANCIALS

MERGERS & ACQUISITIONS MODELING – TRANSACTION FINANCIALS

o STEP 18: CONDUCT A PURCHASE PRICE ALLOCATIONo STEP 19: ASSESS BOOK AND TAX STEP UP OF ASSETS PURCHASED - IN CASE OF AN ASSET

DEAL

‘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 DEALo STEP 21: ASSOCIATE PURCHASE PRICE ALLOCATION EFFECTS TO CONSOLIDATED B/So STEP 22: BUILD THE BALANCE SHEET POST PPAo STEP 23: DEVELOP AND EXPAND TAX SCHEDULE

• TRANSACTION FINANCIALS‘Group Exercise XVI’ Delegates will complete the fi nancial modeling for the P&L and Balance sheetpost deal including a cash analysis needed to support the fi nancing structure used

o STEP 24: PROJECTED P&L POST DEALo STEP 25: BUILD THE TRANSACTION BALANCE SHEETo STEP 26: IDENTIFY HOW MUCH CASH IS GENERATED TO REFINANCE TRANSACTION

‘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 MEETFIRMS HURDLE RATE AND MAXIMUM PRICING/VALUATION FOR THE TRANSACTION

‘Group Exercise XVIII’ – In closing the transaction modeling delegates will review the impact of thetransaction on EPSo STEP 28: PRESENTATION OF TRANSACTION IMPACT ON EPS ACCRETION / DILUTION





• Accomplished faculty leader who has taught in institutions like the KPMG Zürich University, PWC European Center of Excellence and more

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 SumitomoRubber merger, Avaya Global Connect JV with Tata, Wacker and Air Products JV and the Albany Internationaland Geshmay group merger. The latt er has been featured as a Harvard Business School Case Study. He is nowthe 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 transactionswith a total valuation of more than US$20 billion. Thomas is an accomplished faculty leader in universities andinstitutions globally such as the KPMG, Zürich University PWC European Center of Excellence and Ericsson Training Center.

Identifying Strategic Acquisitions and Structuring Successful M&A Deals

Session A: 31 October - 1 November 2016, Conrad London St JamesThis Program Has Been Independently Certifi ed and Accredited by CPD, an Internationally Recognized Certifi cation Board

Program:

Dates: Location:

Identifying Strategic Acquisitions and Structuring Successful M&A Deals31 October - 1 November 2016Conrad London St James

Early Bird 1 (Register & pay by 5 September 2016):Early Bird 2 (Register & pay by 3 October 2016): Regular Tuition Fee:

For limited time only by 3 October 2016, registration for 3 participants, the 4th participant will receive a complimentaryseat (one discount scheme will apply)

£2,290£2,390

EXECUTIVE SUMMARY

“This is one of the best courses I have att ended. Very comprehensive and detailed in coverage”

– SVP, Iskandar Investment

“Thomas Kessler’s 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 att itudes has made a great impact towards delegate’s expectations”

– VP and MD, TriQuint International Pte Ltd

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 to make their M&A strategies right.

In this 2-day intensive executive program, you will learn how to develop end-to-end acquisition strategy for your organization – starting from identifying the right acquisition target to quantifying transaction synergies to structuring the deal to implementing successful post merger integration strategy. You will learn how to shortlist a potential list of acquisition targets which complements your existing business, adopt the right valuation technique and fi nance the acquisition with the most cost eff ective instruments. At the end of the 2-day program, you will take away the right acquisition strategy to successfully achieve your required synergies.

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

ProgramEssence:


WHO WILL BENEFIT THE MOST

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

This executive program is launched concurrently with Mergers and Acquisitions Financial Modeling. 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.

• Acquisition vs. Alliances – Understand when you should acquire and when you should partner• Acquisition target identifi cation, profi ling 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

eff ective 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 M&A process• Financing the acquisition – Understand the diff erent fi nancial instruments that can be used to fi nance the transaction

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

to achieve your required synergies

KEY TAKEAWAYS:

DEVELOP KEY M&A CAPABILITIES FOR YOUR ORGANIZATION!





CPD CERTIFICATION DETAILS

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

PROGRAM OVERVIEW

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 diff erentiating factor between failure and success is the ability to create fi nancial value, use diff erent 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 from how 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 complements your existing business, adopt the right valuation technique and fi nance the acquisition with the most cost eff ective 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 has 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.

This executive program is launched concurrently with Mergers and Acquisitions Financial Modeling. As bothprograms 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.

PROGRAM OUTLINE

08:30 - 09:00

09:00 - 10:30

DAY ONE (31 October 2016)

RATIONALE FOR MERGERS & ACQUISITIONS


• PROMOTING SHAREHOLDER VALUE – SETTING THE STAGE!

• MERGERS & ACQUISITION VS. STRATEGIC ALLIANCES

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

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

• INTRODUCTION OF THE M&A LIFE-CYCLE

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

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 III’ discussion of the M&A Life cycle

10:30 - 10:45

10:45 - 11:45 MERGERS & ACQUISITIONS – PREPARING A SUCCESSFUL TRANSACTION PROCESS


• ADVANCED STRATEGIZING MODEL

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

Linking situation analysis, scenario development, strategy development and goal/criteria assessment to option evaluationDiscussion of the application of appropriate tools to support the various elements of the strategizing model – enabling re-thinkability of thoughts and corporate decisions)

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

Assembling the right teamDiscussion of size and skills

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

Profi ling 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

11:45 – 12:30 DEAL STRUCTURE

• THE DEAL STRUCTURING PROCESS

• DEAL STRUCTURES: ACQUISITIONS, MERGERS, JOINT VENTURES, SPIN-OFFS, SPLIT-OFFS, CARVE-OUTS AND DIVESTITURES, TARGET STOCK

Linking acquisition objective and organizational structure. What form of payments should you be knowledgeable about when negotiating transactions?

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





12:30 - 13:30 Networking Luncheon

13:30 - 15:00 STRATEGIC ALLIANCES – PREPARING FOR A SUCCESSFUL JOINT VENTURE

• LEGAL FORMS OF STRATEGIC ALLIANCES AND JVS

• DEFINING THE SCOPE OF THE VENTURE

• 8 KEY PHASES OF PRE AND POST MERGER INTEGRATION

• FRAMING THE INITIAL JOINT VENTURE DOCUMENTATION

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)

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!

Delegates will use the case of “American Standard” to understand the timing and phases as well ascritical elements in hostile deals and what can be done to combat hurdles and poison pills put inplace by the defender

What defi ning elements do you need to be mindful of, when forming your strategic alliances? Discussion of the outline of the Core Joint Venture Framework Review of the outline of Service, Patent and Know How Agreements

The discussion includes interpretation, objective, legal and fi nancial structure, contributions, op-erational realities, JV-management issues, directors, control, business and marketing planning,division of earnings to name just a fraction of the critical elements

Review of the context based on a European Arabic JV‘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

15:00 - 15:15 Afternoon Refreshments Break

15:15 - 18:00 ADOPTING THE RIGHT ACQUISITION HOSTILE VERSUS FRIENDLY TAKEOVERS

POST MERGER INTEGRATION SUCCESS

• KEY STRATEGIC ELEMENTS AND PHASES IN TAKEOVER DEFENCE AND HOW TO COMBAT THEM

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

• HARVARD BUSINESS CASE: LEVERAGE RESTRUCTURING AS A TAKEOVER DEFENCE “THE CASE OF AMERICAN STANDARD”

Delegates will use the case of “American Standard” to understand the timing and phases as well ascritical elements in hostile deals and what can be done to combat hurdles and poison pills put inplace by the defender

Delegates will review the strategic impact along various dimensions such as deal team, timing, dealtactics and strategies, integration needs and value extraction

‘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 teamparticipants, strategic approach of hostile transactions





08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 12:30

DAY TWO (1 November 2016)

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

BUSINESS VALUATION



• UNDERSTANDING DUE DILIGENCE

• IDENTIFY THE KEY COMPONENTS OF THE PURCHASE PRICE FORMULA

• THE DIFFERENT APPROACHES USED FOR VALUATION AND THEIR DIFFERENCES

• COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSES ON A TARGET BUSINESS

• ANALYZING TRANSACTION SYNERGIES AND RISKS

Discussion of the due diligence process and its components

‘Group Exercise X’ – Business valuation the simple way’

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 diff erence 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

What are the most critical fi nancial metrics that need to be fully understood? ‘Group Exercise IX’ – Working Capital Analysis’

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

• 3 KEY EVENTS OF SUCCESSFUL M&A INTEGRATIONS

• 7 DEADLY SINS OF M&A INTEGRATION

Delegates will work through the reasoning, desired outcome and agenda of the 3 key events in anysuccessful M&A integration. (Executive Alignment – Signing; Synergy Working Session – Signing toClosing; Transition Team Launch - Day One)

Delegates will learn about the 7 key issues that need to be avoided at all times and what to put inplace instead to ensure integration success

12:30 - 13:30 Networking Luncheon

• HOW WILL SPECIFIC CORPORATE SITUATIONS IMPACT VALUATION RESULTS?

• REAL OPTIONS APPROACH

• HARVARD BUSINESS CASE: LEVERAGE RESTRUCTURING AS A TAKEOVER DEFENCE “THE CASE OF AMERICAN STANDARD”

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?

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

‘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.








14:45 - 15:00

15:00 - 15:15

16:45 - 17:00

15:15 - 16:45 RESTRUCTURING THE BALANCE SHEET: ADJUSTING CAPITAL STRUCTURE

FINANCING THE ACQUISITION


Evaluation Form

Awarding Certifi cates & Closing of Program

• FUNDAMENTALS OF CAPITAL STRUCTURE

• LINKING DEAL STRUCTURES TO FINANCING STRUCTURES

• FINANCING VEHICLES / ALTERNATIVES

• ASSESSING THE NEED FOR A CAPITAL STRUCTURE ADJUSTMENT

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

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

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

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.

13:30 - 14:45 TAX CONSIDERATIONS

TRANSACTION AGREEMENTS

• TAX CONSIDERATIONS

• KEY TRANSACTION AGREEMENTS TO MANAGE

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

‘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 (Lett er of Intent), ERA (Employee Retention Agreement) (Reader: Examples of typical agreements)

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This course has been independently certifi ed as conforming to accepted CPD guidelines. Delegates must register at the start and close of each workshop to be awarded a certifi cate of att endance. Participants may earn CPD hours aft er att ending this executive program

EARN CPD HOURS

MERGERS AND ACQUISITIONS WEEK31 October - 4 November 2016 | Conrad London St James

Booking Contact (Approving Manager) Mr/Mrs/Ms:_____________________Job Title:_________________________ Department:_____________________Telephone:_______________________ Fax:____________________________Email:____________________________________________________________Organization:_____________________________________________________Address:___________________________________________________________________________________________________Postal Code:____________

I would like to receive more information on hotel accommodation using Clariden Global coporate rate.

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GROUP DISCOUNTSCombination of diff erent participants from the same company is allowed. Only 1 discount scheme applies.

VENUE AND ACCOMMODATION INFORMATION

Conrad London St James31 October - 4 November 201622-28 BroadwayLondon, SW1H 0BHTel: +44 20 3301 8080Website: htt p://conradhotels3.hilton.com/en/hotels/united-kingdom/conrad-london-st-james-LONCOCI/index.html

Seminar

Session A: Identifying Strategic Acquisitions

and Structuring Successful M&A Deals

(31 October - 1 November)

£2,090

£2,090

£2,290 £2,390

£2,290 £2,390Session B: Mergers and Acquisitions Financial

Modeling (2 - 4 November )

1st Early Bird Fee

(If payment & registrations

are received by 5 Sep2016)

2nd Early Bird Fee

(If payment & registrations

are received by 3 Oct 2016)

Regular FeePer Participant

PROGRAM FEES

1st Participant Name (Mr/Mrs/Ms):_____________________________________Job Title:___________________ Department:_____________________________Telephone:___________________________ Fax:___________________________Email:_____________________________________ Date of Birth:______________

2nd Participant Name (Mr/Mrs/Ms):_____________________________________Job Title:___________________ Department:_____________________________Telephone:___________________________ Fax:___________________________Email:_____________________________________ Date of Birth:______________

3rd Participant Name (Mr/Mrs/Ms):_____________________________________Job Title:___________________ Department:_____________________________Telephone:___________________________ Fax:___________________________Email:_____________________________________ Date of Birth:______________

4th Participant Name (Mr/Mrs/Ms):_____________________________________Job Title:___________________ Department:_____________________________Telephone:___________________________ Fax:___________________________Email:_____________________________________ Date of Birth:______________

Seminar(s): Session A Session B□ □




mergers and acquisitions week - clariden global · 2016-07-19 · 2016 clariden mergers and...

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