This cross-disciplinary curriculum provides a holistic view of the M&A process – from strategy and valuation to execution and post-merger integration management.
You will delve into the challenges and opportunities presented by new technology and learn all the terminology and best practices for cross-border deals, corporate inversions, earn-outs, spin-offs, restructurings, corporate governance and more opportunities. Different strategic approaches for private and public companies will also be examined.
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The IM&A program is structured in four modules based on our IM&A Framework and Body of Knowledge:
Essentials of M&A
This module covers the fundamentals of Mergers & Acquisitions:
- Deal types: What are the different types of transactions that you can use in M&A? There is a whole range of deal types and deal continuum that we look at, e.g. the full spectrum from minority stakes to full acquisitions, various ways to arrange a merger, leveraged buy outs (LBOs), initial public offerings (IPOs), divestitures, spin-offs, equity carve-outs-
- M&A Process: The program covers both perspectives from a buyer’s perspective (buy side) and from a seller’s perspective (sell-side). We explore how to seek buyers or potential targets (long list & short list) and how to run a sale in various ways (negotiations and auctions).
- Strategies for M&A: We dive into the strategies for Megers & Acquisitions. How can you create competitive advantage through M&A, diverstitures and equity alliance?
- M&A Negotiation: How can you prepare for the negotiation phase? What are ways to arrange a value creating deal?
- Introduction to Due Diligence: How do you prepare for and execute a smart Due Diligence to assure value creation? What are the different areas that can be covered in the Due Diligence process?
- Success Factors in Transactions: We explore the success factors and key challenges and mistakes to avoid. Which M&A tactics work in which industries?
- Takeover Strategies and Defence Tactics: How can you prepare your company against a hostile takeover attempt and reduce potential threats? Which are the defence mechansims that you can put into place and how affective are they? Which ways exist to acquire a business successfully in a hostile way?
Learning Outcomes
- Understand the different methods companies can acquire or merge another firm
- Distinguish between Management Buy Outs and Management Buy Ins
- Differentiate between spin-off, split-off & carve-outs
- Classify horizontal & vertical mergers
- Identify different strategies companies use to exit investments
- Classify types of tender offers and what constitutes them
- Analyze and compare different ownership shapes & structures
- Identify growth factors in M&A transactions
- Structure & manage M&A portfolios
- Identify value adding factors in M&A
- Identify value destroying factors
- Analyze various success measurement test & methods
- Classify drivers of profitability in M&A
- Analyze historical M&A waves and their driving factors
- Identify factors in Cross Border M&A activity
- European, Emerging markets, based on regions
- Evaluate historically largest deals
- Define characteristics of M&A waves
- Understand the buy and sell side process, covering both the traditional and holistic view
- Distinguish between the role of advisors and working with them in an M&A setting
- Establish framework for potential target buyer and seller searches
- Identifying relevant industries, companies, locations, financial advisors
- Preparing long and short lists
- How do M&A deals originate and the deal flow
- Discuss necessary agreements and documents in M&A deals
- Construct due diligence plans and activities
- Conducting and updating findings over the transaction lifecycle
- Organizing due diligence teams and data room management
- Identify various areas that require due diligence runs
- Conduct due diligence in a cross-border setting
- Create a minimalistic due diligence
- Identify warning signs in due diligence results
- Judge past and present takeovers battles
- Analyze takeover attacks and strategies for defense
Due Diligence
In the Due Diligence module, we discuss the key questions and topics to address in a due dilligence. It covers the following areas of DD in depth:
- Financial Due Diligence
- Tax Due Diligence
- Legal Due Diligence
- Human Resources (HR) Due Diligence
- Commercial Due Diligence and
- other Due Diligence areas
Learning Outcomes
- Determine potential deal breakers, negotiations and quality of earnings
- Differentiate between a DD and an audit
- Recognize tax exposures and liabilities
- Analyze different types of taxes
- Structure transactions
- Analyzing current and future liabilities
- Selecting the right legal counsel
- Legal and contractual obstacles
- Analyzing employment contracts, compensation & labor agreements
- Conducting a cultural due diligence
- Running a management audit
- Conceptual & general tools for industry analysis
- Analyze current and potential customers
- Conduct a product and technology portfolio analysis
Valuation
In the valuation module, you will explore the
- Different Valuation Techniques for Mergers & Acquisitions: Various techniques such as Discounted Cash Flow (DFC) modelling, Transaction and Trading Multiples, and more will be explained step by step including a demonstration of building models in excel.
- Private Equity & Start Up Valuation
- Deal Financing & Payment Structure
- Deal Design & Structure
Learning Outcomes
- Define data points for adjusting multiples
- Analyze financial statements
- Interpret P&L, balance sheet, cashflow
- Differentiate between types of financial statement
- Analyze application of cashflow, P&L and balance sheet within valuation models
- Identify different approaches to valuation
- Interpret the fundamental assumptions in valuation
- Analyze various valuation techniques
- Understand the application of various valuation methods and various pros and cons
- Differentiate between FCFF & FCFE during valuation process
- Define use of FCFF & FCFE
- Analyze present and future value of a firm and equity
- Understand FCFF/FCFE application during valuation
- Classify and define equity and firm valuation
- Understand risk and volatility of a portfolio compared to market
- Apply DCF valuation model
- Estimate shareholder equity
- Understand DCF valuation using FCFF
- Define CAPM model and its application
- Define components of cost of debt
- Estimate cost of debt
- Determine ratings using financial statements
- Assign weights for cost of capital calculation
- Understand application of sensitivity analysis in financial modeling
- Analyze impact on end results
- Identify value of shares through growth rates and cost of capital
- Define valuation by market approach method
- Analyze Guideline Public Company and market variables
- Conceptualize various multiples used in valuation process
- Interpret adjustments
- Analyze and apply multiples
- Define Enterprise Value (EV)
- Analyze various EV multiples
- Understand application of EV multiples in valuation
- Calculate and interpret PE ratios
- Apply PE ratios for market wide comparison
- Identify drawbacks for PE ratios
- Define investment structure
- Understand & analyze investor return calculations
- Defining pre and post money valuation
- Understanding & implementing shareholding analysis before and after investment
- Define returns
- Understand straight equity vs. mezzanine investment structure
- Differentiate impact of both investment structures
- Establish valuation method within the framework of a given case study
- Understanding historical financials as a means of projecting value
- Analyzing assumptions to build a financial model
- Identify different cashflow measures
- Account for operating lease expenses
- Classify & capitalize R&D expenses
- Analyze effects of taxes on cash flow estimations and change in working capital
- Defining financial assumptions
- Constructing an Assumptions Sheet
- Analyzing data points related to personnel & salaries
- Calculating growth rates/fluctuations in headcounts and salary, etc
- Defining cost projections/assumptions
- Defining revenues based on assumption sheet
- Analyzing sales prices and volumes
- Modeling total revenue projection as part of valuation process
- Understanding components of cost
- Analyzing cost projections based on component analysis
- Understanding operating costs
- Calculating total operating cost projection as part of valuation
- Defining depreciation values
- Understanding straight line method in depreciation calculation
- Defining interest expense
- Calculating net interest expense
- Defining working capital
- Understanding how the operating cycle relates to need for liquidity
- Understanding inventory, receivable and payable days
- Analyzing key ratios and defining assumptions
- Analyzing cashflows from previous financial statements
- Projecting cashflows
- Understanding interest coverage
- Defining leverage, liquidity and activity ratios
- Understanding return on average equity, average capital employed and average assets (ROAE, ROACE, ROAA)
- Understanding ROAE for shareholder returns
- Understanding ROACE for debt & equity holders
- Understanding ROAA for debt and equity holders
Post Merger Integration (PMI)
The Post Merger Integration module gives you a thorough introduction into the following aspects:
- Integration Governance: Project Management and Work Stream coordination
- Synergies: Identification of Growth and Cost Synergies and their realization
- Function Integration: How to integrate the different business functions, e.g. Sales & Marketing, Finance, HR, etc.
- Change Management and Cultural Issues: How to deal with differences and success with Communication and Change Management.
Learning Outcomes
- Identify the major challenges in PMI
- Determine the success factors in PMI
- Integrate due diligence findings with PMI planning
- Evaluate reasons for failure in PMI
- Devise a timeline for integration planning
- Adapt to speed, based on deal size and goals
- Strategy creation for achieving quick-wins
- Create integration teams and coordinate with Integration Management Office
- Create temporary task forces and coordinate with the IMO
- Examples of PMI organizational structures
- Identify correct communications timings and channels
- Establish a plan for day 1
- Understand the guidelines for internal communication
- Plan and prepare for change management
- Recommend processes to facilitate change and communication
- Prepare tools for change management
- Classify channels for communication
- Methods to maximize value after acquisition
- Analyzing acquisition climate and target resistance
- Recognize the directions of integration
- Recognize the dependence of acquisition strategy and degree of integration
- Identify various integration phases
- Determine steps to deal with integration phases
- Coordinate with the IMO and steering committee
- Determine the extent of integration
- Maintain day-to-day business operation in parallel with integration activities
- Identify immediate synergies & quick wins
- Recognize key customer journeys
- Identify long term synergies and goals
- Achieve synergies
- Devise tools and templates for functional workplans
- Construct a workstream charter
- Managing communication channels in M&A
- Interpret various behavioral patterns
- Classify dealing with people in an M&A setting
