Course Methodology

In this interactive training course participants will frequently work in pairs as well as in larger groups to complete exercises, and regional and international case studies.

Course Objectives

By the end of the course, participants will be able to:

• Identify attractive Mergers and Acquisitions (M&A) opportunities
• Formulate the initial steps and the preliminary agreements for a merger or acquisition
• Carry out a full due diligence into the state of affairs of a target company
• Understand the Share Purchase Agreement (SPA) and the Asset Purchase Agreement (APA)
• Take an active role in the exchange and completion stages of a merger or acquisition
• Be an effective part of the post-merger integration to ensure the smooth running of the new organization

Target Audience

This course is suitable for anyone involved in the identification, planning and execution of a Mergers and Acquisitions opportunity. This includes, CEOs, managing directors, general managers, financial directors, accountants, board members, commercial directors, business development directors, strategy planners and analysts, and in-house council.

Target Competencies

• Identifying M&A opportunities
• Due Diligence
• Organizing Acquisitions
• Structuring Negotiations
• Post-acquisition Integration
• Post-acquisition Audit

Fundamentals of Mergers and Acquisitions (M&A)

• Distinction between Mergers and Acquisitions
• Types of Mergers & Acquisitions:
• Horizontal
• Vertical
• Conglomerate

Knowledge of areas of law required in M&A

The Preliminary documents required in M&A

• Heads of terms- legally binding?
• Confidentiality – do they need to be in writing?
• Lockout/exclusivity agreements- requirements for enforceability

How to structure the Acquisition

• Share sale:
• Advantages and disadvantages from the buyer’s perspective
• Advantages and disadvantages from the seller’s perspective
• Business sale:
• Advantages and disadvantages from the buyer’s perspective
• Advantages and disadvantages from the seller’s perspective
• Hive down
• A combination of assert sale and share sale

Looking at different valuation techniques:

• Real Estate Value
• Relief from Royalty
• Discounted Cash Flow
• Market Multiples
• Dividend Yield
• Net Assets

The Due Diligence Process

• What is it?
• Why do it?
• Scope of due diligence:
• Legal
• Financial 
• Commercial
• Operational

The Purchase Agreements:

• Share Sale Purchase Agreement v Asset Purchase Agreement v Business Purchase Agreements:
• Provisions in a Share Purchase Agreement
• Importance of warranties and indemnities in purchase agreements
• Negotiating warranties from a Share Purchase Agreement
• Contractual protection for the seller 
• Disclosure letter

Intellectual property

• What happens to IP in M&A 
• Stages of the IP during the M&A process

Dispute resolution in M&A:

• Litigation
• Arbitration
• Mediation

The exchange and completion stages of M&A:

• Seller’s document
• Buyer’s document

 The auction process:

• The relevant stages
• Advantages and disadvantages from the buyer’s and the seller’s perspective