IM&A
International M&A Expert

This module covers the fundamentals of Mergers & Acquisitions:

• Deal types: What are the different types of transactions that you can use in M&A? There is a whole range of deal types and deal continuum that we look at, e.g. the full spectrum from minority stakes to full acquisitions, various ways to arrange a merger, leveraged buy outs (LBOs), initial public offerings (IPOs), divestitures, spin-offs, equity carve-outs-

• M&A Process: The program covers both perspectives from a buyer’s perspective (buy side) and from a seller’s perspective (sell-side). We explore how to seek buyers or potential targets (long list & short list) and how to run a sale in various ways (negotiations and auctions).

• Strategies for M&A: We dive into the strategies for Mergers & Acquisitions. How can you create competitive advantage through M&A, divestitures and equity alliance?

• M&A Negotiation: How can you prepare for the negotiation phase? What are ways to arrange a value creating deal?

• Introduction to Due Diligence: How do you prepare for and execute a smart Due Diligence to assure value creation? What are the different areas that can be covered in the Due Diligence process?

• Success Factors in Transactions: We explore the success factors and key challenges and mistakes to avoid. Which M&A tactics work in which industries?

• Takeover Strategies and Defence Tactics: How can you prepare your company against a hostile takeover attempt and reduce potential threats? Which are the defence mechanisms that you can put into place and how affective are they? Which ways exist to acquire a business successfully in a hostile way?

Learning Outcomes

• Understand the different methods companies can acquire or merge another firm
• Distinguish between Management Buy Outs and Management Buy Ins
• Differentiate between spin-off, split-off & carve-outs
• Classify horizontal & vertical mergers
• Identify different strategies companies use to exit investments
• Classify types of tender offers and what constitutes them
• Analyze and compare different ownership shapes & structures
• Identify growth factors in M&A transactions
• Structure & manage M&A portfolios
• Identify value adding factors in M&A
• Identify value destroying factors
• Analyze various success measurement test & methods
• Classify drivers of profitability in M&A
• Analyze historical M&A waves and their driving factors
• Identify factors in Cross Border M&A activity
• European, Emerging markets, based on regions
• Evaluate historically largest deals
• Define characteristics of M&A waves
• Understand the buy and sell side process, covering both the traditional and holistic view
• Distinguish between the role of advisors and working with them in an M&A setting
• Establish framework for potential target buyer and seller searches
• Identifying relevant industries, companies, locations, financial advisors
• Preparing long and short lists
• How do M&A deals originate and the deal flow
• Discuss necessary agreements and documents in M&A deals
• Construct due diligence plans and activities
• Conducting and updating findings over the transaction lifecycle
• Organizing due diligence teams and data room management
• Identify various areas that require due diligence runs
• Conduct due diligence in a cross-border setting
• Create a minimalistic due diligence
• Identify warning signs in due diligence results
• Judge past and present takeovers battles
• Analyze takeover attacks and strategies for defense

In the Due Diligence module, we discuss the key questions and topics to address in a due diligence. It covers the following areas of DD in depth:

• Financial Due Diligence
• Tax Due Diligence
• Legal Due Diligence
• Human Resources (HR) Due Diligence
• Commercial Due Diligence and
• other Due Diligence areas

Learning Outcomes

• Determine potential deal breakers, negotiations and quality of earnings
• Differentiate between a DD and an audit
• Recognize tax exposures and liabilities
• Analyze different types of taxes
• Structure transactions
• Analyzing current and future liabilities
• Selecting the right legal counsel
• Legal and contractual obstacles
• Analyzing employment contracts, compensation & labor agreements
• Conducting a cultural due diligence
• Running a management audit
• Conceptual & general tools for industry analysis
• Analyze current and potential customers
• Conduct a product and technology portfolio analysis

In the valuation module, you will explore the

• Different Valuation Techniques for Mergers & Acquisitions: Various techniques such as Discounted Cash Flow (DFC) modelling, Transaction and Trading Multiples, and more will be explained step by step including a demonstration of building models in excel.
• Private Equity & Start Up Valuation
• Deal Financing & Payment Structure
• Deal Design & Structure

Learning Outcomes

• Define data points for adjusting multiples
• Analyze financial statements
• Interpret P&L, balance sheet, cashflow
• Differentiate between types of financial statement
• Analyze application of cashflow, P&L and balance sheet within valuation models
• Identify different approaches to valuation
• Interpret the fundamental assumptions in valuation
• Analyze various valuation techniques
• Understand the application of various valuation methods and various pros and cons
• Differentiate between FCFF & FCFE during valuation process
• Define use of FCFF & FCFE
• Analyze present and future value of a firm and equity
• Understand FCFF/FCFE application during valuation
• Classify and define equity and firm valuation
• Understand risk and volatility of a portfolio compared to market
• Apply DCF valuation model
• Estimate shareholder equity
• Understand DCF valuation using FCFF
• Define CAPM model and its application
• Define components of cost of debt
• Estimate cost of debt
• Determine ratings using financial statements
• Assign weights for cost of capital calculation
• Understand application of sensitivity analysis in financial modeling
• Analyze impact on end results
• Identify value of shares through growth rates and cost of capital
• Define valuation by market approach method
• Analyze Guideline Public Company and market variables
• Conceptualize various multiples used in valuation process
• Interpret adjustments
• Analyze and apply multiples
• Define Enterprise Value (EV)
• Analyze various EV multiples
• Understand application of EV multiples in valuation
• Calculate and interpret PE ratios
• Apply PE ratios for market wide comparison
• Identify drawbacks for PE ratios
• Define investment structure
• Understand & analyze investor return calculations
• Defining pre and post money valuation
• Understanding & implementing shareholding analysis before and after investment
• Define returns
• Understand straight equity vs. mezzanine investment structure
• Differentiate impact of both investment structures
• Establish valuation method within the framework of a given case study
• Understanding historical financials as a means of projecting value
• Analyzing assumptions to build a financial model
• Identify different cashflow measures
• Account for operating lease expenses
• Classify & capitalize R&D expenses
• Analyze effects of taxes on cash flow estimations and change in working capital
• Defining financial assumptions
• Constructing an Assumptions Sheet
• Analyzing data points related to personnel & salaries
• Calculating growth rates/fluctuations in headcounts and salary, etc
• Defining cost projections/assumptions
• Defining revenues based on assumption sheet
• Analyzing sales prices and volumes
• Modeling total revenue projection as part of valuation process
• Understanding components of cost
• Analyzing cost projections based on component analysis
• Understanding operating costs
• Calculating total operating cost projection as part of valuation
• Defining depreciation values
• Understanding straight line method in depreciation calculation
• Defining interest expense
• Calculating net interest expense
• Defining working capital
• Understanding how the operating cycle relates to need for liquidity
• Understanding inventory, receivable and payable days
• Analyzing key ratios and defining assumptions
• Analyzing cashflows from previous financial statements
• Projecting cashflows
• Understanding interest coverage
• Defining leverage, liquidity and activity ratios
• Understanding return on average equity, average capital employed and average assets (ROAE, ROACE, ROAA)
• Understanding ROAE for shareholder returns
• Understanding ROACE for debt & equity holders
• Understanding ROAA for debt and equity holders

The Post Merger Integration module gives you a thorough introduction into the following aspects:

• Integration Governance: Project Management and Work Stream coordination
• Synergies: Identification of Growth and Cost Synergies and their realization
• Function Integration: How to integrate the different business functions, e.g. Sales & Marketing, Finance, HR, etc.
• Change Management and Cultural Issues: How to deal with differences and success with Communication and Change Management.

Learning Outcomes

• Identify the major challenges in PMI
• Determine the success factors in PMI
• Integrate due diligence findings with PMI planning
• Evaluate reasons for failure in PMI
• Devise a timeline for integration planning
• Adapt to speed, based on deal size and goals
• Strategy creation for achieving quick-wins
• Create integration teams and coordinate with Integration Management Office
• Create temporary task forces and coordinate with the IMO
• Examples of PMI organizational structures
• Identify correct communications timings and channels
• Establish a plan for day 1
• Understand the guidelines for internal communication
• Plan and prepare for change management
• Recommend processes to facilitate change and communication
• Prepare tools for change management
• Classify channels for communication
• Methods to maximize value after acquisition
• Analyzing acquisition climate and target resistance
• Recognize the directions of integration
• Recognize the dependence of acquisition strategy and degree of integration
• Identify various integration phases
• Determine steps to deal with integration phases
• Coordinate with the IMO and steering committee
• Determine the extent of integration
• Maintain day-to-day business operation in parallel with integration activities
• Identify immediate synergies & quick wins
• Recognize key customer journeys
• Identify long term synergies and goals
• Achieve synergies
• Devise tools and templates for functional workplans
• Construct a workstream charter
• Managing communication channels in M&A
• Interpret various behavioral patterns
• Classify dealing with people in an M&A setting