Certified Merger and Acquisition Analyst

TABLE OF CONTENT

Introduction to M & A

• Understanding Key terms
• Motivation behind M&A
• Fundamental of M&A
• Types of M&A Deals
• Stages in M&A
• Challenges of M&A deals

Seller’s perspective

• Selling Process and Decision Path
• Preparing for sale
• Preparation mistakes
• Understanding seller’s objective
• Post closing plans

Buyer’s perspective

• Building the team
• Designing acquisition plan
• Approaching for sale
• Dealing with the seller

Corporate Restructuring

• Meaning and Scope of restructuring
• Modes of corporate restructuring
• Planning, formulation and execution of corporate restructuring strategies

Management Process

• Risk Management
• Assumption Management
• Dependency Management
• Quality Management
• Cost Management
• Stakeholder Management
• Communications Management
• Issue Management

Legal Regulations

• Companies Act, 1956
• Competition Act, 2002
• Foreign Exchange Management Act, 1999
• SEBI Takeover Code, 1994
• Indian Income Tax Act, 1961
• SEBI (Buy-back of Securities) Regulations, 1998
• SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
• SEBI (Delisting of Securities) Guidelines, 2003

Cross Border mergers and acquisition

• Trends and Pattern
• Reasons for Cross border deals
• Intensity of cross border deals
• Value involvement and route of acquisition
• Inbound and Outbound Cross Border M&A

Corporate demerger and reverse merger

• Concept and modes of demerger
• Demerger and voluntary winding up
• Procedural aspects of reverse merger
• Tax aspects and relief’s policies

Due diligence

• Process and organization for due diligence
• Types of Due diligence

Pricing and Valuation

• Key concepts of pricing
• Valuation overview
• Factors influencing valuation
• Methods of valuation
• Challenges in valuation

Funding Mergers and Takeovers

• Financial alternatives
• Funding through financial instruments
• Funding through Financial institutions

Negotiation and Bidding

• Takeover strategies
• Styles of negotiation
• Negotiation Process
• Resistance strategies

Post Merger Integration

• Change Management
• Integration Planning
• Integration Success

Post Acquisition Review

• Team Review
• Post-deal audits
• Role of advisors

Post closing issue

• Staffing issues
• Corporate culture
• Corporate Identity
• Postmerger key lessons

COURSE OUTLINE

Introduction to M & A

• Explains the motivation behind mergers and acquisition
• Explains the cyclic nature of mergers and acquisitions
• Discusses the fundamentals of M&A deals in terms of volumes and value
• Explains the motivation behind M&A
• Briefly describe the stages involved in M&A deals
• Discusses the different categories of M&A deals such as horizontal, vertical and conglomerate mergers
• Explains the challenges faced in M&A deals
• Explains the rationale and objectives of M&A deal from the shareholder’s and managerial perspective

Seller’s perspective

• Explains the common reasons for selling a company
• Explains the process involved in selling and decision Path
• Illustrates the necessary steps involved in sale such as selecting seller’s team, preparing the plan of action, understanding market dynamics and valuation, generating a target list, conducting legal audits, identifying marketing strategies to attract prospective buyer and managing the process
• Illustrate common preparation mistakes
• Explains the importance of deal terms and terms that fits the sellers objective
• Explains plans and strategies post closing

Buyer’s perspective

• Explains the steps in assembling the team such as lawyers, external auditors, valuation experts etc for external activities and finance, operations, sales and marketing team for internal activities
• Illustrates the process involved in designing the acquisition plan such as identifying the objective, outlining the plan etc
• Explains the process involved when approaching for sale
• Explains procedure to deal with the seller’s management team

Corporate Restructuring

• Illustrates about the meaning and scope of restructuring
• Explains the modes of corporate restructuring
• Explains the steps involved in planning, formulation and execution of corporate restructuring strategies

Management Process

• Explains the types of risk, need of identifying risks, relative significance and process involved in mitigating risk
• Explains the process involved in risk management such as understanding the determinants of risk behavior
• Explains the purpose of assumption management and stage involved such as definition, verification and closure stage
• Explains the purpose of dependency management and stage involved such as definition, delivery, verification and closure stage
• Explains the quality management process such as conducting quality reviews and deliverables review
• Explains the process of cost management involving tracking and reviewing actual cost, cost variation, analyzing overall performance and reconciliation of the difference
• Describes the process involved in managing the resources taking into account required skills, supply, availability and cost
• Describes the steps involves in stakeholder management such as identifying all stakeholders, constraints imposed and understanding priorities of the stakeholder
• Explains the steps involved in communications management such as communication planning, information distribution and marinating performance reports
• Describes the issue management process and stages involved

Legal Regulations

• Companies Act, 1956
• Competition Act, 2002
• Foreign Exchange Management Act, 1999
• SEBI Takeover Code, 1994
• Indian Income Tax Act, 1961
• SEBI (Buy-back of Securities) Regulations, 1998
• SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 1997
• Securities and Exchange Board of India (Delisting of Securities) Guidelines, 2003

Cross Border mergers and acquisition

• Explains the key drivers for cross border merger and acquisitions
• Explains the trends and pattern of cross border merger and acquisition
• Illustrates the intensity of cross border deals
• Explains the value involvement and route of acquisition
• Explains inbound and outbound cross Border M&A

Corporate demerger and reverse merger

• Explains the concept and modes of demerger
• Explains the reasons for Demerger and voluntary winding up
• Illustrates the procedural aspects of reverse merger
• Explains tax aspects and relief’s policies

Due diligence

• Explains the key factor and process involved in conducting informative due diligence
• Explains different types of due diligence information such as internal and external information
• Explains the importance and process to conduct financial due diligence with a view to obtain the previous profits of the company to canvas the financial futures
• Describes the process of legal due diligence which involves scrutinizing corporate , financial, management and employment matters
• Illustrates the use of business intelligence techniques in the process of commercial due diligence to obtain qualitative insight
• Explains the process of management due diligence involving the practice for acquirers to investigate to evaluate performances and to ensure the compatibility between the managements of the acquirer and target company
• Explains the need and requirement of ethical due diligence to determine the engagement of management in unethical professional acts

Valuation and Pricing

• Explains the key concepts and lessons of pricing
• Provides an overview of valuation
• Explains the basic methods of valuation such as comparable company and comparable transaction analysis, asset valuation, and discounted cash flow (DCF) valuation
• Illustrates the challenges in valuation such as valuating small companies etc

Funding Mergers and Takeovers

• Illustrates different financial alternatives for debt-financing including asset based lending, cash flow financing and equity financing

Negotiation and Bidding

• Describes the different takeover strategies such as toeholds, casual pass, bear hugs, tender offers, freeze out, fairness opinion
• Explains the process of negotiation involving identification of the starting point, resistance point, finding the agreement and determining best solutions for both parties
• Explains the two styles of negotiation - Hard and Soft negotiation
• Illustrates the different strategies used for resisting hard line attack

Post Merger Integration

• Explains the change management process for the acquirer
• Describes the process of integration planning to mitigate cost involving high level merger planning, initial organization merger planning, post-deal integration and psychological integration
• Explains the key feature to integration success such as communication, leadership, client nurturing etc

Post Acquisition Review

• Explains the importance of post-deal review and the process therein which involves reviewing strategies, analyzing the deal process and conducting post-deal audits
• Explains the role of advisors

Post Closing Issues

• Illustrates staffing level and human resources related issues
• Illustrates problems related to attitude and corporate culture
• Explains the issues related to corporate identity and legal issues
• Explains key lessons postmerger