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INTRODUCTION

This practical course covers the key steps in the Mergers and Acquisitions(M&A) process, from the initial step of

valuing the shares in a company through to closing the deal. Whether or not participants practice M&A, this course

will provide them an insider’s look into what is an undeniable major force in today’s corporate arena.

 

This course will give participants an A-Z understanding of the M&A process and the ability to evaluate whether

a merger or acquisition fits with their organization’s strategy. As a result they will identify the most lucrative M&A

opportunities, select the best partners and get the maximum reward from the deal.

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

 

Course Outline

  • Fundamentals of mergers and acquisitions
    • Distinction between mergers and acquisitions
    • Why do acquisitions take place?
      • Diversification
      • Consolidation
    • The main distinct stages of acquisitions
      • Corporate strategy development
      • Organizing for acquisitions
      • Deal structuring and negotiations
      • Post-acquisition integration
      • Post-acquisition audit
    • Structuring the merger or acquisition
      • Drafting preliminary documents
        • Heads of terms – legally binding?
        • Confidentiality agreement
        • Lockout/exclusivity agreements
      • How to structure the acquisition
        • Share sale
        • Business sale
        • Hive down of the business followed by share sale
      • Share sale versus business sale
        • Advantages and disadvantages of share sale: seller versus buyer
          • Transactions
          • Third Party consent
          • Stamp Duty
          • Liabilities
          • Avoiding TUPE (Transfer of Undertakings, Protection of Employment)
          • Warranties
        • Advantages and disadvantages of business sale: seller versus buyer
        • Structuring the deal
          • How to price the acquisition
          • The due diligence process
            • Objectives
            • Structure
            • Scope
          • The purchase agreements
            • Asset Purchase Agreement versus Share Purchase Agreement
          • Post-acquisition
            • Importance of warranties and indemnities
              • Effects of breach
              • How to minimise claims
            • Contractual protection for the seller
            • Disclosure letter
            • Intellectual property and environmental issues
            • Merger control and completion
          • Who Should Attend:

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, f

inancial directors, accountants, board members, commercial directors, business development

directors, strategy planners and analysts, and in-house council.

 

This course would also highly benefit legal practitioners  and legal advisors for corporate entities.

 

COURSE DATES : 

29  APRIL – 3 MAY 2019

10 – 14JUNE 2019

12 -16 AUG 2019

14 -18 OCT 2019

2 – 6 DEC 2019

Course Curriculum

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