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
Course Start Date
10 of October 2023
Cost of Attendance
€1.600
- 57 Hours
- Live Online
- Certification
- Certified Merger & Acquisitions Officer
- Subsidized by LAEK
Scientific Associate
Dimitris N.
Koufopoulos, PhDDirector of University of London MBA Programmes,
Member of H.A.RI.MA.
Koufopoulos, PhDDirector of University of London MBA Programmes,
Member of H.A.RI.MA.
Director of the Global Online MBA Programmes in University of London
Visiting Professor, School of Law, CCLS at Queen Mary University
Honorary Research Fellow at Birkbeck University of London
Visiting Professor, School of Law, CCLS at Queen Mary University
Honorary Research Fellow at Birkbeck University of London
Dimitrios N. Koufopoulos is a Visiting Professor, School of Law, CCLS at Queen Mary University, Honorary Research Fellow at Birkbeck University of London and the Director of the Global Online MBA Programmes in University of London. He has held numerous academic positions at Brunel University (2002-2018) and Cardiff University (1991-2002) in UK.
Dimitrios began his career very early, in construction industry –simply put, a builder-as well as a guitar player and singer where he quickly realised that was not good enough. Then, he turned his attention to accounting, where he saw opportunities and potential employment successes.
He gained his university bachelor’s degree in Management from the Athens School of Economics and Business Sciences in Greece, in 1988. Two years later has embarked on postgraduate studies in UK. He earned his MBA at Cardiff Business School, and straight after was employed as a research assistant at Cardiff University, Cardiff business School. He started working on his PhD on Strategic Planning Systems alongside his academic and consulting career.
He has been a Full-Time academic member of staff at Cardiff Business School from 1991 to 2002 and then joined Brunel Business School until April 2018. He publishes extensively in academic journals and every year papers that co-authors are presented in major conferences all over the world.
He has been teaching online and developing online material since 2006; in the early beginning at Universitas 21, then Laureate-Liverpool in 2009, Laureate- Roehampton in 2012 and University of London-Queen Mary in 2016. He has an extensive experience in developing and testing online material and modules; like Learning and Leading in a Dynamic Era, Strategy and Innovation and Strategic Management. He is currently working on the second edition of his textbook “Essentials of Strategic Management” published by Sage in 2012.
His supervisory capabilities have been developed since 1992 and up to now has successfully supervised well above 400 hundred students at UG and PG level as well as over 10 PhD students at Brunel University and currently 3 DBA Students at University of Liverpool.
Back in 1994, alongside his academic career, he set up a boutique consulting firm providing intelligent reports on several business and management issues. In 1998, he set up the Gnosis Management Consultants (www.gnosisconsultants.com), specializing in executive training and niched strategic research. In 2007, he set up the Hellenic Observatory of Corporate Governance (www.hocg.eu), where research on five distinct, important economic sectors for Greece are contacted. Since 2016 is a partner in www.proteas.io a business model innovation consulting firm.
Lecturers
Αθανάσιος
ΡήγαςPartner at KRP Law Frim
ΡήγαςPartner at KRP Law Frim
Partner at KRP Law Frim
Strong litigator before civil and administrative courts, holding significant experience in organizing, managing and executing large and complicated corporate, commercial and banking law cases, while coordinating parties from different backgrounds. Always ready to improve performance and final outcome, through the adaptation of new technologies and the extraction of each person’s unique abilities and talents. Further through the participation in the Board of Directors of Real Estate companies and of Financial Institutions, Mr Rigas has accumulated substantial experience in understanding and solving a plethora of Corporate matters enhancing thus his usinessoriented approach in his practice.
Katerina
Koniari MSHead of Risk Management, Grant Thornton
Koniari MSHead of Risk Management, Grant Thornton
Katerina Koniari is since 2020 Head of Risk Management in the Financial Services Division at Grant Thornton Greece. In the past, she has worked for over 25 years in various positions of responsibility (Head of Financial Control and MIS, Ratings Systems development, etc.) in the banking sector and since 2014 she has served as Assistant General Manager, Head of Group Risk Management Strategy Planning and Operations as well as Head Group Corporate and Investment Banking Credit Control at Eurobank. She is a graduate of the Department of Mathematics of the National and Kapodistrian University of Athens, holds two postgraduate degrees from the London School of Economics and Political Sciences (MSc in Analysis, Design and Management of Information Systems) as well as from ALBA (ALBA-Eurobank MBA in Financial Services) and is a Certified ESG Analyst from EFFAS. Since 2021 Katerina is one of the 15 members of ECB Banking Supervision Market Contact Group.
Dimitris
Douvris, FCCAPartner, Transactional Advisory Services, Grant Thornton
Douvris, FCCAPartner, Transactional Advisory Services, Grant Thornton
Dimitris joined Grant Thornton in 2002 and is Partner at the Transactional Advisory Services department. He holds the FCCA professional qualification and a BSc in Finance and Accounting from the University of Macedonia. He is a Certified Public Accountant experienced in financing and restructuring.
Dimitris has 19 years of progressive experience providing increasing levels of leadership in financial advisory services. He is responsible for directing projects from inception to completion, while leading business and people. He reviews and sign-off Independent Business Review projects, valuation assignments, restructuring proposals for refinancing projects for various companies in different industries and sizes.
He was member of Monitoring Trustee team for a Greek systemic bank attending as observer in executive committees mainly in Special Handling Committees of the bank (exposure over € 5 mil). Currently he leads Monitoring Officer (MO/CRO) project teams and provides sell-side or buy-side support in various M&A projects (due diligence, valuation, VDR etc.).
As an Assurance Partner he participated in assurance and consulting engagements of greek multinational and national companies, listed or private, from various business sectors, mainly in services and manufacturing. Dimitris was the Head of Methodology and Technology Committee of Grant Thornton Greece (internal committee) responsible for providing help-desk support, subject matter guidance and technical approach publications regarding IFRS, ISAs and other relevant issues.
Elina
Litsa, CFAPartner, Transactional Advisory Services, Grant Thornton
Litsa, CFAPartner, Transactional Advisory Services, Grant Thornton
Elina joined Grant Thornton in 2003 and is Partner at Transactional Advisory Services department. She is a member of CFA Institute, of the Institute of Certified Public Accountants of Greece and of the Greek Economic Chamber. She also holds a BA in Business Administration (University of Piraeus) and MSc in Banking and Finance (University of Piraeus), as well as she is a CFA charterholder.
Her experience in projects includes valuations for M&A purposes and fairness opinions, as well as valuations for IFRS purposes, Purchase Price Allocations (PPAs) acting either as an independent advisor or as an advisor to the firm’s audit department. Furthermore, she has participated in Due Diligence projects, Business Plan Reviews and Independent Business Reviews. In addition, she has participated in the preparation of the Reports on Listing on the Alternative Market (ENA) of Athens Stock Exchange. She was member of Monitoring Trustee team for a Greek systemic bank attending as observer in executive committees mainly in Special Handling Committees of the bank (exposures under €5 mil).
She was involved in the carve-outs of large banks, as well as in privatisation projects. Currently, she supervises Monitoring Officer (MO/CRO) project teams and participates in M&A projects of the department.
Elina is also member of the teams of Valuations and Tourism, Travel & Leisure of Grant Thornton’s network.
Sectors of expertise: food & beverages, constructions, logistics, hotels, airlines, renewable energy sources & financial institutions.
Manos
MavrogenisDirector, Transactional Advisory Services, Grant Thornton
MavrogenisDirector, Transactional Advisory Services, Grant Thornton
With 20+ years of experience in equity research, asset management, investors relations and transactional advisory, Manos joined Grant Thornton in 2016 and is currently a Director in the TAS division.
Manos stands responsible for the Merger & Acquisition services in Grant Thornton, having participated in several deals both from sell & buy side in Greece, while has also taken part in the composition of independent business review projects, business valuation assignments, numerous debt restructuring proposals and other pitches for project financing and business plan reviews. Previously, he has also worked as Investors Relation Manager for a ATHEX listed private equity vehicle, specializing in alternative forms of investment and as an asset manager in Laiki Bank and in Investment Bank of Greece.
He holds an MBA from the University of Hull, UK, specializing in Financial Management & Investment Risk Assessment, and a BSc in Business Economics and International Technology from the University of Lincoln, UK.
Diamantis
Giannakopoulos, CFADirector, Transactional Advisory Services, Grant Thornton
Giannakopoulos, CFADirector, Transactional Advisory Services, Grant Thornton
Diamantis Giannakopoulos joined Grant Thornton in 2006 and is currently Director in the Transactional Advisory Services department. Diamantis is a member of the Greek Economic Chamber and a CFA charterholder. He also holds a BA in Accounting & Finance (Athens University of Economics & Business) and an International MBA (Athens University of Economics & Business).
Diamantis has been the Project manager in several teams for assignments in multinational, listed and non-listed entities. He directs projects from inception to completion, while guiding team memservices in various industries.
He was member of Monitoring Trustee team for a Greek systemic bank attending as observer special handing credit committees.
As a Director, Diamantis is also responsible for coordinating project teams, staff management and evaluation, risk measurement and organising TAS’s internal educational activity.
During the course of his career, Diamantis has developed specific expertise in the following sectors: financial, energy, media, metallurgy, transportation, pharmaceutical, food & beverage, tourism and healthcare.
bers and keeping contact with clients. He is responsible for Valuating assignments, Financial modelling projects, Business plans, Debt restructuring plans and other Corporate Finance
Theodosia
Kampili, MBADirector, Transactional Advisory Services, Grant Thornton
Kampili, MBADirector, Transactional Advisory Services, Grant Thornton
Theodosia jointed Grant Thornton in 2015 and is a Director at Transactional Advisory services. Prior to Grant Thornton was the Head of Planning Controlling and Reporting at Demco Group of Companies. Theodosia holds an MBA from London Metropolitan University.
As a Project Manager Theodosia is responsible for the planning and the execution of various complex Due Diligence projects, Sell and Buy Side.
Theodosia has an extensive experience providing services in multinational, listed and non-listed Companies related to sale and buy side Due Diligence (DD), Independence Business Review (IBR), Financial Review, Business Plan Review, Financial restructuring, Valuations and Strategy Planning.
Theodosia has seventeen years of experience; during the course of her career, she has developed specific expertise in various sectors such as Energy, Hospitality, Telecom, Construction, Technology, Financial, Retail, Private Equity etc.
Stefanos
Achladiotis, FCCADirector, Transactional Advisory Services, Grant Thornton
Achladiotis, FCCADirector, Transactional Advisory Services, Grant Thornton
Stefanos is Senior Manager at Transactional Advisory Services in Grant Thornton Greece from 2018 with over 16 years professional experience in total. He holds an Msc in Financial Management from Lancaster University Management School as well as a BSc in Economics from the University of Athens. He is also an FCCA member, Α’ class signatory right and he is a member of the Economic Chamber of Greece.
Stefanos during the last 5 years he has managed several Due Diligence projects like: Bye Side Due Diligence for software and real estate companies, Carve out Financial Due diligence for an automotive company specialised in the RAC market, Vendor Due diligence and special transaction support for the disposal of a Greek pharmaceutical company and several IBR projects, business plan reviews and liquidation projects.
Last but not least, during his 4-years career as a Senior Due Diligence Consultant in E&Y he has great expertise in industries like FMCG, Telecom & Energy. He has also significant experience as Head of Accounting & Finance in Loumidis Coffee shops and a Financial Planning Analyst at Olympic Group, subsidiary of MIG.
Τερψιχόρη
Μαγδαληνού, LL.M.Δικηγορική Εταιρεία «Σταυρόπουλος & Συνεργάτες»
Μαγδαληνού, LL.M.Δικηγορική Εταιρεία «Σταυρόπουλος & Συνεργάτες»
Δικηγόρος Αθηνών και εταίρος της Δικηγορικής Εταιρείας «Σταυρόπουλος & Συνεργάτες» με εξειδίκευση σε θέματα εμπορικού και εταιρικού δικαίου.
Στο πλαίσιο της επαγγελματικής της δραστηριότητας ασχολείται με ένα ευρύ φάσμα εμπορικών και εταιρικών θεμάτων, με έμφαση στην εταιρική διακυβέρνηση, την κανονιστική συμμόρφωση και τις εμπορικές πρακτικές. Συμβουλεύει ελληνικές και πολυεθνικές επιχειρήσεις που δραστηριοποιούνται σε διάφορους τομείς της αγοράς, μεταξύ των οποίων εταιρείες τροφίμων και ποτών, χημικών προϊόντων, εισαγωγής και διανομής προϊόντων πολυτελείας, καπνικών, αλλά και επιχειρήσεις που ασχολούνται με την εναλλακτική διαχείριση αποβλήτων συσκευασιών και άλλων προϊόντων, σε θέματα που άπτονται τόσο της εμπορικής λειτουργίας τους όσο και της συμμόρφωσής τους με το εφαρμοστέο κατά περίπτωση κανονιστικό πλαίσιο.
Διαθέτει μακρόχρονη και εκτεταμένη εμπειρία σε υποθέσεις εξαγορών, συγχωνεύσεων και εταιρικών μετασχηματισμών, σε διάφορους τομείς, συμπεριλαμβανομένων τραπεζών, εταιρειών διαχείρισης ακινήτων, επιχειρήσεων τροφίμων και ποτών, καλλυντικών, χημικών κ.α. Έχει επίσης ασχοληθεί με πολυάριθμες συμβάσεις αντιπροσωπείας και διανομής και ηγήθηκε της ομάδας της εταιρείας στη διεκπεραίωση σημαντικού αριθμού νομικών ελέγχων που πραγματοποιήθηκαν στο πλαίσιο συναλλαγών συγχωνεύσεων και εξαγορών, καθώς και σε σχέση με την εισαγωγή κινητών αξιών στο χρηματιστήριο.
Είναι απόφοιτος της Νομικής Σχολής του Εθνικού και Καποδιστριακού Πανεπιστημίου Αθηνών και κάτοχος μεταπτυχιακού τίτλου σπουδών στο Διεθνές και Ευρωπαϊκό Εμπορικό Δίκαιο από το Πανεπιστήμιο του Manchester της Μεγάλης Βρετανίας (LL.M).
