Mergers and Acquisitions

Course Code: LT77

Course Overview:

The Mergers and Acquisitions (M&A) course provides a comprehensive understanding of the strategic, financial, legal, and operational aspects involved in the merging, acquiring, and selling of companies. This course is designed to equip participants with the knowledge and skills to navigate M&A transactions, from initial strategy and target identification to deal negotiation, closing, and post-merger integration.

Through a blend of theoretical knowledge, case studies, and practical applications, participants will gain insights into the entire M&A lifecycle, including valuation, deal structuring, due diligence, and regulatory challenges. The course is suited for professionals in finance, corporate strategy, legal advisory, and consulting who want to deepen their understanding of the role M&A plays in corporate growth and transformation.

Course Objectives:

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

• Understand the strategic motivations behind M&A transactions and the role they play in business growth and restructuring.
• Develop the skills to evaluate and value potential acquisition targets using financial modeling and valuation techniques.
• Learn how to structure and finance deals, considering the optimal mix of equity, debt, and alternative financing methods.
• Gain insights into the legal and regulatory frameworks that impact M&A transactions, including antitrust laws and cross-border regulations.
• Conduct comprehensive due diligence to identify risks, liabilities, and opportunities associated with a transaction.
• Master the negotiation process, including deal terms and conditions, and manage the complexities of post-merger integration.
• Explore emerging trends in M&A, such as the influence of technology, ESG factors, and the role of private equity in acquisitions.

Course Outline

Introduction to Mergers & Acquisitions

• Definition of Mergers and Acquisitions
• Types of Mergers (Horizontal, Vertical, Conglomerate)
• Historical Background and Trends in M&A
• Strategic Rationale for M&A (Growth, Synergies, Diversification)
• Overview of the M&A Process

M&A Strategy

• Corporate Strategy and M&A
• Identifying Targets: Market Analysis and Industry Dynamics
• Motivations for M&A: Value Creation and Destruction
• Role of M&A in Corporate Restructuring
• Case Studies: Successful and Failed M&A Deals

Valuation of Target Companies

• Fundamentals of Corporate Valuation
• Methods of Valuation:
  • Discounted Cash Flow (DCF)
  • Comparable Company Analysis
  • Precedent Transaction Analysis
  • Leveraged Buyouts (LBOs)
• Synergy Valuation and Integration Considerations
• Valuation Adjustments: Premiums and Discounts in M&A

Deal Structuring

• Deal Types: Stock vs. Asset Purchases
• Cash, Stock, and Hybrid Deals
• Financing M&A Transactions: Debt, Equity, and Alternative Financing
• Leveraged Buyouts (LBOs) and Management Buyouts (MBOs)
• Cross-Border M&A Considerations

Due Diligence

• Objectives of Due Diligence
• Types of Due Diligence: Financial, Legal, Operational, HR
• Common Risks Identified in Due Diligence
• Best Practices for Conducting Due Diligence
• Managing the Due Diligence Process

Regulatory and Legal Framework

• Antitrust Laws and Competition Policy
• Securities Law and Insider Trading Regulations
• Cross-border M&A: Regulatory Issues and Challenges
• Deal Documentation:
  • Letters of Intent (LOI)
  • Non-Disclosure Agreements (NDAs)
  • Share Purchase Agreements (SPA)
• Governance and Board Responsibilities in M&A

Post-Merger Integration (PMI)

• Importance of Integration in Value Realization
• Synergy Capture and Operational Integration
• Cultural and Organizational Integration
• Change Management in M&A
• Post-Merger Performance Evaluation

Financial and Tax Implications of M&A

• Tax Considerations in M&A Transactions
• Accounting for M&A: Purchase vs. Pooling of Interests
• Impact of M&A on Balance Sheets and Income Statements
• Goodwill, Amortization, and Impairments
• Debt Financing and Capital Structure in M&A

Negotiation and Bidding Strategies

• The Art of Negotiation in M&A Deals
• Auction vs. Private Negotiations
• Hostile vs. Friendly Takeovers
• Defensive Tactics in M&A (Poison Pills, Golden Parachutes)
• Bidding Strategies: Topping Bids, Bidding Wars

Emerging Trends in M&A

• M&A in Technology and Digital Sectors
• ESG (Environmental, Social, Governance) Considerations in M&A
• Impact of Macroeconomic Trends on M&A (e.g., Inflation, Globalization)
• Use of AI and Analytics in M&A

Case Studies and Real-World Applications

• In-depth Analysis of Major M&A Transactions
• Lessons Learned from Successful and Failed M&As
• Group Projects: Mock M&A Deal Negotiation and Valuation

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