Mergers and Acquisitions

Mergers and Acquisitions

Methodology

This interactive training course utilizes a combination of exercises and regional and international case studies.

Course Objectives

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

• Identify opportunities for mergers and acquisitions (M&A)
• Develop initial steps and preliminary agreements for mergers or acquisitions (M&A)
• Conduct a comprehensive technical assessment of the company’s position and objectives
• Understand Stock Purchase Agreements (SPA) and Asset Purchase Agreements (APA)
• Benefit from the exchange and completion stages of the merger or acquisition process
• Prepare for post-merger integration in the new organization

Target Audience

This course is suitable for professionals involved in identifying, planning, and executing merger and acquisition opportunities, including CEOs, executive directors, general managers, finance managers, accountants, board members, marketing managers, business development managers, strategic planners, analysts, and internal consultants.

Training Program Content

• Basics of mergers and acquisitions
• Differentiating between mergers and acquisitions
• Why acquisitions are made?
• Diversification
• Consolidation
• Key stages in the acquisition process
• Developing a corporate strategy
• Organizing acquisition processes
• Deal structuring and negotiations
• Post-acquisition period
• Due diligence in the post-acquisition stage
• Merger or acquisition structuring
• Drafting preliminary documents
• Key terms and legal obligations
• Confidential agreements
• Insurance/exemption agreements
• How to structure acquisitions
• Share sales
• Business sales
• Business restructuring followed by share sales
• Share sales vs. business sales: seller vs. buyer advantages
• Transactions
• Third-party approval
• Tax implications
• Commitments
• Avoiding TUPE (Transfer of Undertakings, Protection of Employment)
• Warranties
• Advantages and disadvantages of business sales: seller vs. buyer
• Deal structuring
• Pricing acquisitions
• Requirements for the process
• Objectives
• Structure
• Purchase agreements
• Asset Purchase Agreement vs. Share Purchase Agreement
• Post-acquisition considerations
• Importance of warranties and compensations
• Impacts of disruptions
• How to minimize claims
• Seller’s contractual protection
• Disclosure letter
• Intellectual property and environmental issues
• Control of the merger and integration.