1. Mergers & Acquisitions Basics
- Key concepts
- Market stakeholders
- The current market situation
- Different M&A arrangements
- Different types of transactions
2. The selling process
- Transaction phases
- Example of a timing schedule
- Prerequisites, success factors and risks
- The role of M&A consultants
3. The buying process
- Buying phases
- Example of a timing schedule
- Acquisition motivations and key success factors
- The role of M&A consultants
4. Introduction to business valuation
- Market and financial surplus-based valuation methods
- Actual example based on discounted cash flow (DCF) analysis (participants receive an Excel file)
Lunch break
5. Special issues affecting company valuations
- Influence of pricing
- Selected problems
- Assessing flexibility: real options
6. Pre-contractual agreements
- Confidentiality agreements and contractual penalties
- Exclusivity
- Letters of intent, memorandums of understanding, heads of agreement
- Indicative/binding offers
7. Due diligence
- Objectives, design options and sub-domains
- Data rooms
- Financial due diligence
- Commercial due diligence
- Human resource due diligence
- Legal due diligence
8. From contract negotiations to handovers
- The scope and role of contract negotiations
- Selling forms
- Assurances and guarantees with an example of a catalogue of ‘reps and warranties’
- Negotiation tactics
- Company acquisition agreements (German-, English-speaking countries)
- Signing and closing
- Examples from practice of successful transactions
- Reasons for failure