M&A Core Skills Training - Detailed Course Programme

DAY 1 PROGRAMME

Module 0 – Introduction

09:00 - Introduction

About MTI and the tutor.
Establishing delegates’ core learning objectives.

09:15 - What is M&A?

Change of control transactions.
The M&A role.
The M&A function.

 

Module 1 – Linking M&A to Strategy

09:25 – Why do companies acquire?

Strategic motives for M&A.
M&A and business development.
Exercise: Why do companies acquire?

10:00 – Aligning M&A with corporate strategy

Linking M&A to business planning.
Setting acquisition criteria.
Exercise: Acquisition criteria for your company

10:30 – Refreshment Break

 

Module 2 - Deal Origination

10:45 – Organising for deal origination

Resource and budget needs for deal origination.
Deal internal controls and authorisation points.
Researching targets.
M&A information sources.

11:00 – Focusing the search

Research presentation formats.
Wheel of opportunity.
Fits charts.
M&A board game.
Exercise: Wheel of opportunity.

11:45 – Originating deals

Sources of deals.
Active versus passive approaches to finding deals.
Making an approach to a target.
Linking M&A to business development.

12:10 – Understanding Transaction Processes

Formal deal processes.
Informal deal processes.

12:30 – Lunch break

 

Module 3 – Business Valuation & Developing a Business Case

13:30 – A framework for valuation

How valuation really works.
Understanding intrinsic value and strike price.

13:45 – Valuation by multiples

Methodology for valuations by multiples.
Common multiples and when to use them.
Case Study: Kerry Ingredients (Part 1 – Valuation by multiples)

14:45 – Valuation by asset method

15:00 – Refreshment Break

15:15 – Business valuation by DCF

Methodology for valuation by DCF.
Strengths and weakness of DCF methodology.
Case Study: Kerry Ingredients (Part 2 – DCF business valuation)

16:00 – Strategic or deal value by DCF

Methodology for valuation by DCF.
Case Study: Kerry Ingredients (Part 3 – Strategic value by DCF)

17:00 – DAY 1 CLOSE

 

DAY 2 PROGRAMME

Module 3 - Business Valuation & Developing a Business Case (Continued)

09:00 – Beyond the numbers

Qualitative factors.
Risks and scale.
Bridging value gaps with deal and payment structures.
Designing deal structures.
Case Study: Acquisition of SE Injection Moulding

09:35 – Contents of a business case

 

Module 4 – Due Diligence

09:45 – Deal team organisation

The main elements of due diligence.
Deal team resources and costs.
Effective use of data rooms.
Getting the most from management presentations.
Focusing due diligence efforts.

10:15 – Refreshment Break

11:00 – Commercial due diligence

Main elements of commercial due diligence.
Assessing the market.
Benchmarking the target against competitors.
Evaluating management.
Case Study: Intelligent Storage

12:30 Lunch

13:30 Financial due diligence

Trading results and forecast review;
Reviewing financial assets and liabilities;
Taxation;
Pension and other employee benefit liabilities;
Synergy quantification.
Exercise: Ratio analysis of CEMEX Incorporated.

15:00 – Other due diligence areas

Manufacturing and service operations.
Administration.
Information technology.
Legal.
Regulatory.

15:30 – Refreshment Break

15:45 – Planning for integration

Due diligence inputs to PMI.
Vision and aspiration.
Establishing the integration scope.
Balancing speed and operational risk.
Case Study: Acquisition of Flapjack Heaven (Part 1)

17:00 – DAY 2 CLOSE

 

DAY 3 PROGRAMME

Module 5 – Contract Negotiation

09:00 – Sale and purchase contracts

Contents of a sale and purchase agreement
Differences between asset and share sales.
Buyer protections in a share sale:
Representations and warranties;
Working capital – closing accounts v locked box.

09:45 – Other common contractual arrangements at closing

Supply and distribution agreements.
Service agreements.

 

Module 6 – Post-Merger Integration

10:00 PMI Overview

PMI as a change management process.
Understanding PMI failures.

10:30 – Refreshment Break

10:45 – Project leadership and control

The role of executive leadership.
Integration team infrastructure.
Ensuring synergy delivery.
Project management.
Communication.
Case Study: Acquisition of Flapjack Heaven (Part 2)

12:30 – Lunch

13:30 – People selection

Aligning staff structure to strategy.
Running an effective staff selection process.
Ensuring key performer retention.

14:30 – Cultural integration

Assessing corporate culture differences.
Key elements of a corporate culture harmonisation process.
Case Study: Integration of Coopers & Lybrand and DH&S consulting.

15:15 – Coffee Break

15:30 – Delivering operational synergies

Sales and marketing integration issues.
Financial reporting integration issues.
Operations integration.

 

Module 7 – Final Thoughts and Learning Objectives

16:30 – Course summary

16:40 – Learning objectives

Review learning objectives.
Develop learning implementation plan.

17:00 – DAY 3 CLOSE

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