Certified Merger & Acquisitions Officer
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
What you will learn
About
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
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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: Interim Period Between Signing and Closing
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
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Hours Live Online
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Skilled and Profesional Lecturers
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