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.