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Mergers and Acquisitions

Mergers and Acquisitions

3 ECTS credits
75 h study time

Offer 1 with catalog number 8020290GNR for all students in the 2nd semester at a (G) Postgraduate - preliminary level.

Information about this course is applicable on academic year 2017-2018.

Semester
2nd semester
Enrollment based on exam contract
Impossible
Grading method

Grading (scale from 0 to 20)

Can retake in second session
Yes
Taught in
English
Faculty
Faculty of Economic & Social Sciences & Solvay BS
Responsible organisation
ES Academische eenheid
Educational Team:
  • Decaan ES (course titular)
    Activities and contact hours
    • 18 contact hours Lecture
    Course content

    Part 1. M&A basic concepts; motivation; readiness

    • merger versus acquisition; categories of buyers and sellers; share and asset deal; common terminology; M&A process steps; reasons for buying/selling; characteristics of privately owned enterprises; M&A readiness; wish lists and emotional factors.

    Part 2. Preparing for selling/buying; valuation and financing; offering memorandum

    • preparation for the seller: environmental issues, lawsuits, tax, optimizing the financial structure, management changes and HR-issues, timing, confidentiality, etc.;
    • preparing for an acquisition: strategy, balance sheet and financing, M&A organisation;
    • company types and intermediaries;
    • valuation versus price, valuation methods;
    • financing: structuring the deal; financing sources, loans, financial sponsors (PE-firms, LBO’s and venture funds, VC’s, etc.), notes, earn-outs and other contingent payment forms;
    • preparing the documents: offering memorandum, prospectus, anonymous profile (blind teaser); data room.

    Part 3. Matching vendors and buyers: from target lists to indication of interest

    • target lists: from long to short list; target list criteria for seller and buyer;
    • pre-sales negotiation settings and tactics: negotiated sale, unsolicited offer, limited auction, broad auction;
    • making contact for seller and buyers; confidentiality: the NDA; sending/reviewing the offering memorandum: timing, format, process letter;
    • indication of interest (IOI): context, contents, valuation concerns, evaluation tactics;
    • management meetings: logistics, preparation for seller and buyer, facility tours.

    Part 4. From letter of intent to agreement; post-M&A period

    • letter of intent (LOI): long form versus short form (term sheet), exclusivity, contents, need for negotiations, negotiation tactics;
    • between LOI and closing: activities for buyer and seller; reversed negotiation dynamics;
    • negotiating and crafting the purchase agreement; exclusivity period;
    • closing: preparation (logistics, flow of funds statement), closing meeting, the aftermath;
    • post-closing adjustments and integration.
    Course material
    • Course text (Recommended): Mergers and Acquisitions
    Additional info

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    Programme Objectives

    General Competences

    What are the right circumstances to consider a merger or acquisition (M&A) either as a buyer or a seller? How can we create shareholder value from an M&A and turn the operation into a success? How do we start and conduct the M&A process in a successful way from start to finish? This course offers a practical framework for handling M&A’s, hands practical tips and discusses the classic pitfalls. Beyond mere theory, this course is especially relevant to (future) entrepreneurs and investors who are considering or are in the process of an M&A either as a buyer or as a seller, and to diplomats or advisors in their role of supporting M&A or investment processes.

    Due to this course, (future) buyers and sellers will be able to negotiate the ‘best possible deal’ in a well-structured approach, with respect for the concerns of the parties involved, and while avoiding the classic pitfalls.

    The course’s unique feature is its setup as a ‘practitioners’ guide’ directly useable for buyers and sellers to fully master the M&A process. All the steps are explained in detail and illustrated with examples, from the early stage through the pre-negotiation and valuation stage to the tactics and techniques of negotiating the deal, with particular attention to the human factor.

    By the end of the course, students should be able to:

    • master the M&A process of privately owned enterprises either as a buyer or as a seller
    • have a good insight in the complexity of coping with family-owned enterprises
    • know the private equity investment landscape and know the roles of the professional advisers, governments and influencing factors
    • know the pitfalls, know the success factors of a successful M&A
    Grading

    The final grade is composed based on the following categories:

    • Written Exam determines 100% of the final mark.

    Within the Written Exam category, the following assignments need to be completed:

    Written Exam with a relative weight of 100 which comprises 100% of the final mark.

    Additional info with regard to grading

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