Image

Certified Merger & Acquisitions Officer

The "Hellenic Association of Risk Managers" (www.harima.gr) member of FERMA (Federation European of Risk Management Associations, www.ferma.eu) & FECMA (Federation of European Credit Management Associations, www.fecma.eu), with the support of "Academics University of London Worldwide" and SEV and in collaboration with the "Risk Training Institute" of ICAP CRIF, present the "Certified Merger & Acquisitions Officer" training program that leads to the corresponding certification after examinations.

The "Certified Merger & Acquisitions Officer" certification by the "Hellenic Association of Risk Managers" is awarded only to Association’s members and they keep their title as long as they are up to date regarding their membership. The H.A.RI.MA. first year’s registration fee is free of charge for the attendees that successfully graduate from the certificate program.

Description

The purpose of the module is to cover the basic principles of M&As, which can drive organisational growth, by setting an effective M&A process and building stronger strategies for your business. You will create awareness by forging strategic partnerships, identifying the right targets, accurately assessing business value, and performing meaningful due diligence. The module will also cover the major approaches to negotiate complex multi-party, multi-issue deals that boost corporate performance. Finally, the module covers material on integrating new acquisitions efficiently and effectively, managing major teams across the organization and expanding your personal and professional network.

Target Audience

  • Executives of all levels that wish to broaden their knowledge of strategies for growth through M&As
  • Entrepreneurs
  • Professionals with financial and non-financial background including legal advisors
  • Business Management and Marketing Executives
  • Internal Auditors

Subject Areas

Session 1: The Strategic Aspects of M&As
  • Strategic aspect - growth vs distressed
  • Growth through integration - horizontally or vertically?
  • Types of M&A`s and general trends
  • A 10-step process to be followed
  • Issues to consider when structuring the deal
  • Building the new Business Plan
  • Valuing the company
Session 2: Strategies for Growth
  • Exploring available development strategies
  • Basic strategic choices
  • Forms of growth
  • Value Creation through M&A
  • M&As as a tool for growth strategy
  • Can an M&A falter as a growth strategy?
  • Elements that a high-growth strategy should include
  • Significant M&As in history
  • Successful & unsuccessful M&As cases
Session 3: The Market for M&As
  • The global M&A market today
  • Evolution of the market
  • How valuations are affected by time
  • Highlighting the market’s major participants
  • Leading financial & legal advisors
  • Global M&A activity – regional breakdown
  • M&A activity in Greece
  • Estimating strategic buyers in Greece
  • Expectations & trends regarding the M&A market
Session 4:  Initiation Phase, Tactics and Negotiation
  • Initiate the process
    • Preparation Stage - Preparing the company / identifying and approaching buyers
    • Pre-Due Diligence Stage - Distribution of information
    • Due Diligence Stage - The sale process – launch the VDR
    • Negotiation Stage - Post heads of terms – finalize the price
    • Completion stage - SPA advisory: protecting seller value
  • Letter of Intent & Head of Terms: Financial & Legal aspects
    • Introducing Heads of Terms
    • Types of Heads of Terms
    • Binding or non-binding?
    • Exclusivity
    • Deal momentum
    • Price expectations
    • How price can be affected
    • Assumptions and deviations
    • Final price fluctuations Legal jurisdiction
  • Negotiation Tactics during the process
  • Locked box Vs Completion Accounts
  • Earn out mechanisms
  • Drag-along rights and Right of First Refusal
  • Shareholder’s agreement / SLA / CMA
  • Receive the offers
  • How to maximise the pricing – Best & final
  • Tax & Regulatory implications
Session 5a: Types of M&As & - The Due Diligence – Legal Aspects
  • TYPES
    • Share Deal
    • Asset Deal
    • Equity Carve-out
    • Spin-off and Split-off
  • Scope and process of due diligence process
    • What is Legal Due Diligence and Types?
    • Legal Due Diligence SELL-SIDE
    • Legal Due Diligence BUY-SIDE
    • ​How long does the Legal Due Diligence Process Take?
    • Legal due diligence request list
    • Online Data Room
    • Due Diligence Activities in an M&A Transaction - Disclosure Schedule
  • The Due Diligence Report
    • Types and uses
    • Identify Red Flags
    • Using information as a bargaining tool
    • Key takeaways
Session 5b: The Due Diligence Report – Financial and Operational Aspects
  • Financial & Tax Due Diligence: Sell Side & Buy Side. Vendor assistance
  • Objectives of a Due Diligence Engagement – Scope of Work
  • Due Diligence Report (Red Flag & Full report)
  • Due Diligence common findings & relevant adjustments
    • Quality of Earnings / Quality of Net Assets
    • Normalized EBITDA
    • Normalized Working Capital
    • Net Debt
    • Due Diligence Transaction Mechanism
  • Commercial Due Diligence – key issues
    • Objectives and scope of work
    • Internal aspects
    • External aspects
    • Current and potential market value estimation
    • Commercial Due Diligence Report
  • Human Resources Diligence
    • Objectives and Scope of Work
    • Culture and Capabilities
    • Procedures and policies
    • Legal and compliance issues
    • Benefits
    • Common Findings
    • HR Due Diligence Report
Session 6: Financial Analysis and Forecasting
  • Key financial ratios
  • Historical trends in financial statements
  • Market analysis & benchmarking
  • SWOT/PESTEL analysis
 Session 7: Valuation (Part I): DCF and non-DCF valuation models
  • Valuation approaches
  • Discounted Cash Flows Model
  • Dividend Discount Model
  • Residual Income Model
  • Comparable Companies’ Multiples
  • Comparable Companies’ Transactions
  • Adjusted Book Value
  • Market Capitalisation
Session 8: Valuation (Part II): DCF and non-DCF valuation models & Private company valuation
  • Private company valuation | Issues raised
  • Discount rate calculation of a private company
  • Marketability discount
  • Discount for lack of control
  • How synergies matter
 Session 9: Tax structures for M&A deals, 
  • Relationship between corporate and tax legislation
  • Brief presentation of tax incentives laws (LD 1297/1972, L. 2601/1993, L. 4172/2013 & 4935/2022
  • Conditions of application of each tax law (which kind of companies/partnerships can benefit and under which conditions and requirements)
  • Incentives provided by each tax law
  • Labor Issues
    • Transfer of business – Employees’ rights – Information and consultation requirements
 Session 10: Interim Period Between Signing and Closing
  • Operation of Business between Signing and Closing
  • No-Shop Provisions
  • Non-Competition
  • Non-Solicitation of Employees
  • Share Purchase Agreement –
  • Specific Closing Mechanics
    • Locked Box vs. Completion Accounts
    • Earn Out Mechanism
    • Holdbacks/Escrow
  • SPA support
    • Price adjustment mechanism structure
    • Due Diligence & Valuation adjustments
    • Accounting policies
    • Completion accounts
      • Conditions precedent
      • MAC clauses (Material Adverse Changes)
      • Tag along – Drag along rights
      • Seller Representations and Warranties
      • Buyer Representations and Warranties
      • Restrictive Covenants
      • Indemnities and Limitations on Liability
      • Termination rights
      • Disclosure Letter
      • Security for Post-Closing Obligations of Seller
        • Depends on credit of seller
        • Escrow
        • Holdback
        • Letter of credit
      • Non-competition
      • Confidentiality
      • Miscellaneous provisions
        • Severability
        • Survival
        • Governing law and jurisdiction
        • Dispute resolution
      • Ancillary documents and agreements
    • Asset purchase agreement (APA)
    • Investment agreement (IA)
    • Shareholders Agreement
Session 11: Analyzing M&As deals using the ESG lens and Post-Merger Integration issues
  • The M&A deal through the ESG lens 
    • ESG and climate change fundamentals 
    • ESG Integration in investment decisions
      • Corporate Information beyond financials 
      • ESG aspects integration in valuation
  • Post Mergers Integration Issues  
    • Addressing Systems, people, and other related challenges during and post integration phase

What you will learn

  • Gain critical insights and powerful tools to formulate and execute a successful merger or acquisition
  • Understand all aspects of M&A transactions (strategy, finance, accounting, negotiations, legal, and culture)
  • Increase your awareness of the common pitfalls of failed M&As
  • Develop the critical competencies needed for successful pre and post-merger integration and performance
  • Refresh your basic finance and accounting skills with optional online and classroom tutorial
Image
Image
Image

Course Start Date
2 of December 2022

Cost of Attendance

€2.938
  • 57 Hours
  • Live Online
  • Certification
  • Certified Merger & Acquisitions Officer
  • Subsidized by LAEK

Scientific Associate

Dimitris N.<br/>Koufopoulos, PhD
Dimitris N.
Koufopoulos, PhD
Director of University of London MBA Programmes,
Member of H.A.RI.MA.

Lecturers

Αθανάσιος <br/>Ρήγας
Αθανάσιος
Ρήγας
Partner at KRP Law Frim
Katerina <br/>Koniari MS
Katerina
Koniari MS
Head of Risk Management, Grant Thornton
Dimitris<br/>Douvris, FCCA
Dimitris
Douvris, FCCA
Partner, Transactional Advisory Services, Grant Thornton
Elina<br/>Litsa, CFA
Elina
Litsa, CFA
Partner, Transactional Advisory Services, Grant Thornton
Manos<br/> Mavrogenis
Manos
Mavrogenis
Director, Transactional Advisory Services, Grant Thornton
Diamantis <br/> Giannakopoulos, CFA
Diamantis
Giannakopoulos, CFA
Director, Transactional Advisory Services, Grant Thornton
Theodosia<br/> Kampili, MBA
Theodosia
Kampili, MBA
Director, Transactional Advisory Services, Grant Thornton
Stefanos<br/> Achladiotis, FCCA
Stefanos
Achladiotis, FCCA
Director, Transactional Advisory Services, Grant Thornton
Τερψιχόρη <br/> Μαγδαληνού, LL.M.
Τερψιχόρη
Μαγδαληνού, LL.M.
Δικηγορική Εταιρεία «Σταυρόπουλος & Συνεργάτες»