Corporate Acquisitions and Disposals

Overview

Acquisition and disposal activity over the last 10 years has run at unprecedented levels. Moreover, M&As are the key element of many firms’ strategies to maximise value and create sustainable competitive advantage. Yet many acquisitions fail. Deals that were supposed to create great value for the organisation or an individual end up destroying value. Why? Acquisitions and disposals are complex and difficult to execute and manage successfully.

This unique programme draws on the practical experience of its faculty to help you develop and implement successful strategies for your deals. It will look at both the buyer and the seller perspectives to enable you to understand your role and that of your counterpart. It will deliver a broad, strategic perspective along with a detailed examination of key elements of the process.

By the end of the programme you will begin to determine a rationale, select targets, value them, and evaluate the long-term potential of the partnership. You will get the tools to manage this complex process, from identifying your strategy, to bringing the deal to a close, to thinking through integration issues.

What are the objectives of this programme?

This programme will enable you to:

Establish effective targets at the research phase
Understand the price/risk equation to ensure you have the right deal in place
Manage the process successfully post heads phase to close the deal
Get-to-grips with the risk and rewards from the seller perspective
Grasp the essential role of due diligence and the risks post deal of poor reporting
Evaluate which due diligence areas are essential for your deal
Appreciate the key opportunities and challenges of each type of transaction
Understand the key challenges you face when the deal is cross-border

Who should attend?

Managing directors
Financial directors
Chairmen
Commercial directors
Heads of legal

Corporate Strategy Training

This course forms part of our unique corporate strategy portfolio, which offers current thinking and practical advice on corporate management of your business.
This includes:

The Role and Responsibilities of the Company Secretary
17-18 May 2012, London

Due Diligence: Managing the process from start to finish
13-14 June 2012, London

The Falconbury Executive Mini-MBA
9-13 July 2012, Residential

Programme

Day One

MODULE 1 – BUILDING THE DEAL

The Acquisition process

Overview of the acquisition process – the risks and rewards
The Information Memorandum
Preliminary due diligence – preparing the data room
Painting the correct financial picture
Valuation techniques
Researching the market

The Seller’s Perspective

Overview of the sale process – the risks and rewards
The business presentation
Pre-sale grooming
Identifying and approaching potential purchasers
Maximising meeting opportunities
Meeting the purchaser
Discovering and presenting ‘bad news’ in a positive way

Timetable – how to manage the process

Overview – the longer a deal goes on the less likely it is to happen
What goes in a timetable
How do you make it work
What do you need to do with the timetable

Cross-Border Issues

Culture – How people do deals
Target evaluation
Pricing
Benefits to an acquirer

Pre-contract Negotiations

Auctions
MBO’s
- Types of funding
- Debt Financing – CIO, Plant, Senior
- Equity – VC, WCT, Angel

Corporate Taxation

Asset sale or share sale
Entrepreneurs relief
Shares for loan notes
Tax saving techniques

PRACTICAL WORKSHOP 1: TYPES OF TRANSACTIONS IN M&A

Disposals

This practical workshop session will focus of the key processes and challenges you face when embarking selling a business. The expert faculty will use real life scenarios to work through and illustrate they key issues that are particular to a disposal.

What are the key features
Who are the pools
What is the right price
Who is the buyer
Review of outcome

Day Two

Welcome to day two

Review and discussion of day one

MODULE 2 – OVERCOMING THE CHALLENGES – THE POST HEADS PHASE

The role of Due Diligence

The case for due diligence
Legal underpinning of due diligence
Managing the process
Spotting the danger signs

The Price and Risk Equation

Overview
Example problems in due diligence
Possible solutions – it doesn’t have to be price
- Indemnities
- Escrow
- Earn-out

Legal aspects of the process
A high level overview, focusing on commercial and practical issues

Heads of terms, MoUs and term sheets
- Purpose
- Customary provisions
- Legally binding?
Financial promotion
Due diligence
- Purpose and limits
- Legal, financial, commercial
- Confidentiality
- Specific issues
Acquisition documents
- Business sale or share sale
- Consideration, escrow and earn outs
- Conditions precedent and subsequent
- Simultaneous or split signing and completion
- Representations, warranties and indemnities
- Lock-ins, non-competes, non-solicitation
Completion
- Ancillary documents
- Post completion tasks
- Novations and assignments

Getting the most from the Professional Deal Team

Who to appoint
- Lead Advisors
- Legal
- Due Diligence
When to appoint
Cost and fees
What should you expect to receive
How to work effectively with advisors

PRACTICAL WORKSHOP II: TYPES OF TRANSACTIONS IN M&A
This practical workshop session will take a case study approach to focus on the key processes and challenges you face when embarking on an Acquisition and an MBO. The expert faculty will use real life scenarios to work through and illustrate they key issues, opportunities and challenges that are particular to a each transaction.

Acquisition

What are the key features
Know what you are buying
Understanding the growth potential
What is the structure
Review outcome

MBO

Why choose an MBO
How would you fund it?
Establishing the right terms
Review outcome

Expert Faculty

Neil Ackroyd is the Founder and principle interviewer at Corporate Finance TV a web-based education channel for Wealth creators looking to learn about Mergers and Acquisitions. Neil has also run Precision Corporate Group, a leading specialist M&A advisor, and winner of Best Corporate Finance boutique UK with Business Moneyfacts in 2010 and 2011, for 9 years. Neil trained as an accountant with KPMG and worked advising management teams and Private Equity firms on mid market MBO transactions as part of KPMG’s specialist Private Equity team. Neil has extensive experience of selling businesses and running management buy out processes for both owner managers and multinational plc’s, in disposals, MBO’s, acquisition and transaction due diligence. This experience was gained on deals ranging from millions to hundreds of millions in total deal value. In addition to this, Neil has taken roles of both nonexecutive and interim executive Director on the board of a number of clients.

Gautam Mistry is Tax Director in the M&A Tax Team at BDO LLP. Gautam has more than 10 year’s experience in providing to corporate and PE clients commercially driven M&A tax advice throughout the deal cycle, from issues-focused tax input when appraising bids to full due diligence, tax structuring, and modelling input, and value-enhancing post acquisition reorganisations. Gautam has advised on deals in a variety of sectors including infrastructure, health, food, technology, publishing and retail, with targets ranging from SMEs to large multi billion pound MNCs.

Mark Tooke joined Watson, Farley & Williams from the Department of Trade and Industry in 2001 and became a partner in 2008. Mark has a varied commercial and corporate practice, encompassing acquisitions, domestic and international joint ventures, venture capital and private equity transactions and a broad range of commercial arrangements including distribution, agency and licensing. Whilst at the DTI Mark spent three years advising the UK Patent Office and the DTI on the operational, regulatory and legislative aspects of intellectual property and Mark continues to have a particular focus on the corporate and commercial aspects of IP, including cleantech, renewables and technology.