new mergers & acquisitions week - clariden global · 2017. 6. 20. · mergers and acquisitions...

C L A R I D E N Singapore | Sydney | Melbourne | Dubai | Hong Kong | London | New York | San Francisco | Toronto | Auckland

MERGERS & ACQUISITIONS WEEK

CLARIDEN GLOBAL FINANCE LEADERSHIP INSTITUTE

CLARIDEN CREDENTIALS AND ENGAGEMENTClariden Global is the pre-eminent and influential global business leadership institution. Today, we host more than 200 global executive education and major conference events around the world. We have partnered with professional organizations such as the Association of Chartered Certified Accounts (ACCA) and thought leaders from prestigious universities such as Harvard University John F. Kennedy School of Government, Wharton School of the University of Pennsylvania and Stanford University.

PROGRAM A:IDENTIFYING STRATEGIC ACQUISITIONS AND STRUCTURING SUCCESSFUL M&A DEALS

PROGRAM B:M&A FINANCIAL MODELING

25 - 26 September 2017


ZÜRICH, SWITZERLANDCrowne Plaza Zürich

The Clariden Experience

Why Clariden Global Executive Education?

Identifying Strategic Acquisitions and Structuring Successful M&A Deals5 Program Introduction7 Faculty Director8 Program Overview9 Program Outline

Concurrent Program: M&A Financial Modeling14 Program Introduction16 Program Overview17 Program Outline

Participating Companies

Testimonials

In-house Custom Executive Programs

Contact Us

Registration

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CONTENTS

To maximize both your enjoyment and professional development, Clariden Global holds its executive programs at five star hotels, some of which include:

Shangri-La Hotel, SingaporeSingapore

Conrad London St JamesLondon, United Kingdom

InterContinental Melbourne The RialtoMelbourne, Australia

Grand Hyatt: Union Square San Francisco HotelSan Francisco, United States

Amidst lush gardens, this 3-wing luxury hotel is 6 km from the iconic Marina Bay Sands resort and 9 km from Sentosa.

Across the street from St. James’s Park tube station, this sophisticated hotel is 10 minutes’ walk from Buckingham Palace and 2 miles from the Victoria and Albert Museum.

Set in a grand 1891 building, this upscale chain hotel is 3 blocks from the Yarra River, and an 8-minute walk from the SEA LIFE Melbourne Aquarium.

Less than a block from Union Square, this stylish high-rise hotel is an 11-minute walk from the Moscone Center and 1.9 miles from Pier 39.

Contact Karen Woods, Program Director at +44 (0) 20 7129 1222 | [email protected]

Terms & Conditions: Clariden Global International Limited reserves the right to change the venue of the program due to reasons beyond their control.

THE CLARIDEN EXPERIENCEENJOY LEARNING WITH THE

FIRST-CLASS, WELL-ROUNDED EXPERIENCE

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WHY CLARIDEN GLOBAL EXECUTIVE EDUCATION?

5,000+Companies

15+Countries

10,000+Participants

50+Industries

GLOBAL ENGAGEMENT Clariden Global is the pre-eminent and influential global business leadership institution. Today, we host more than 200 Global Executive Education and major conference events across 15 countries and 17 cities, including Singapore, London, Hong Kong, Sydney, Melbourne, Perth, New Zealand, San Francisco, Toronto, Johannesburg, Shanghai, Beijing, Kuala Lumpur, Dubai, Toronto, The Netherlands, New York and Zurich.

INTERNATIONALLY DIVERSE, SENIOR-LEVEL PARTICIPANTSClariden Global Executive Education programs have attracted participants from more than 5,000 global MNCs, regional corporations, and FORTUNE 500 companies, from more than 40 countries. All applications are reviewed based on professional achievement and organizational responsibility. Designed for individuals at all levels, from top executives to emerging leaders, each intensive program is crafted to equip leaders with essential capabilities to improve corporate performance and position their organizations to thrive.

THOUGHT LEADERSHIPTo provide strategic insights and relevant world-class executive education to global organizations, Clariden Global engages the best thought leaders and leading authorities from around the world. These include professors and faculty leaders from Harvard University, Stanford University, University of Pennsylvania Wharton, London Business School and other premium institutions to deliver transformational knowledge.

Contact Karen Woods, Program Director at +44 (0) 20 7129 1222 | [email protected] 4

DATES25 - 26 September 2017

LOCATIONCrowne Plaza Zürich

TUITION FEESEarly Bird 1 (Register & pay by 31 July 2017): CHF 2,495Early Bird 2 (Register & pay by 28 August 2017): CHF 2,695Regular Tuition Fees: CHF 2,795

For limited time only by 28 August 2017, registration for 3 participants, the 4th participant will receive a complimentary seat (one discount scheme will apply).

PROGRAM ADVISORKaren WoodsEmail: [email protected]: +44 (0) 20 7129 1222


PROGRAM INFORMATION

FACULTY DIRECTOR

PROGRAM ESSENCE

• Thomas has led some of the most successful M&A deals around the world – including Deutsche Post acquisition of Global Mail, Goodyear, Sumitomo Rubber merger, Avaya Global Connect joint venture with Tata and Albany International and Geshmay group merger

• His successful deal transactions have been selected by Harvard as part of Harvard Business School case studies on mergers and acquisitions

• Accomplished faculty leader who has taught in institutions like the KPMG Zürich University, PwC European Center of Excellence

Thomas Kessler

Mergers and acquisitions demand the right skills and strategy – with only one chance to get it right. Based on a recent Harvard Business School article, 70% to 90% of mergers and acquisitions fall short of meeting their financial expectations. This comprehensive executive program is designed to help financial leaders make their M&A strategies right.

In this 2-day intensive executive program, you will learn how to develop an end-to-end acquisition strategy for your organization – starting from identifying the right acquisition target to quantifying transaction synergies to structuring the deal to implementing successful post merger integration strategy. You will learn how to shortlist a potential list of acquisition targets which complement your existing business, adopt the right valuation technique and finance the acquisition with the most cost effective instruments. At the end of the 2-day program, you will take away the right acquisition strategy to successfully achieve your required synergies.

PROGRAM AIDENTIFYING STRATEGIC ACQUISITIONS

& STRUCTURING SUCCESSFUL M&A DEALS




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• Acquisition vs. Alliances – Understand when you should acquire and when you should partner

• Acquisition target identification, profiling and engagement – Understand how to select the right target and plan your acquisition strategy right from the beginning

• Develop M&A capabilities – Build a successful M&A team for your organization. Create the right capability and deal structuring knowledge across your organization

• Synergies – Analyze and value deal synergies and risks

• Transaction Structuring – Arm your deal knowledge by understanding how to structure a transaction in the most effective manner from tax, legal and liability standpoint

• Due Diligence – Understand the key due diligence required when conducting an M&A process

• Valuation – Learn how to allocate the right acquisition price on your target and the premium you need to pay in a transaction to make the acquisition work

• Tax and Legal Considerations – Understand the tax vs legal considerations in an M&A process

• Finance the Acquisition – Understand the different financial instruments that can be used to finance the transaction effectively

• Post Merger Integration – Understand how to design and implement a successful post merger integration strategy to achieve your required synergies

This highly interactive program is designed for all C-level and senior level executives (SVP, VP, MD, Director, Head) who are involved in M&A or who are in these roles or related ones: CFO, Finance, Financial Controller, Banking, Treasury, Accounting, Strategic Planning / Management, Corporate Planning / Strategy, Group Strategy, Business Planning / Analysis / Development, Private Equity / Venture Capital, Investor / Investing, Valuation

KEY BENEFITS

WHO WILL ATTEND THIS PROGRAM

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A transactions have been featured by Harvard Business School as HBS case study. You will also be exposed to group discussions and engage in live case studies with other financial leaders and you will have an opportunity to establish a network with other financial leaders like yourself across multiple industries and countries.




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IntegrationSuccess GmbHFounder and Managing Partner

Thomas Kessler

With over 19 years of M&A experience, Thomas Kessler has led major landmark M&A transactions including Deutsche Post acquisition of Global Mail, Deutsche Telekom Orange Netherlands combination, Goodyear Sumitomo Rubber merger, Avaya Global Connect JV with Tata, Wacker and Air Products JV and the Albany International and Geshmay group merger. The latter has been featured as a Harvard Business School Case Study. He is now the Founder and Managing Partner of IntegrationSuccess GmbH. His primary focus is on creating financial value for companies through M&A, JV and corporate restructuring. He has been involved in over 25 major transactions with a total valuation of more than US$20 billion. Thomas is an accomplished faculty leader in universities and institutions globally such as the KPMG, Zürich University PWC European Center of Excellence and Ericsson Training Center.

FACULTY DIRECTOR


PROGRAM OVERVIEWIDENTIFYING STRATEGIC ACQUISITIONS


This course has been independently certified as conforming to accepted CPD guidelines. On average, this executive program contributes 16 hours towards your CPD. Delegates must register at the start and close of each workshop to be awarded a certificate of completion.

Companies that can execute successful M&A strategies are able to create and seize significant financial value and organizational growth. According to a recent survey by Ernst & Young, 72% of global companies expect M&A volumes to rise over the next 12 months, but only 29% of major companies are expecting to make acquisitions in the same period. With this gap between expectations and ground realities, those who are able to take action and secure assets before their competitors are able to reap big first mover advantages. The key differentiating factor between failure and success is the ability to create financial value, use different M&A strategies and identify the suitable target, in order to secure maximum growth for companies. Additionally, implementing the right post merger integration will help companies meet their financial expectations.

In this 2-day intensive executive program, you will learn how to develop the right acquisition strategy for your organization – from identifying the right acquisition target or merger partner, to quantifying transaction synergies to structuring the deal itself. You will discover how to shortlist a potential list of acquisition targets that complement your existing business, adopt the right valuation technique and finance the acquisition with the most cost effective instruments. You will also learn to how to implement a successful post merger integration strategy.

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A transactions have been featured by Harvard Business School as HBS case study. You will also be exposed to group discussions and engage in live case studies with other financial leaders and you will have an opportunity to establish a network with other financial leaders like yourself across multiple industries and countries.

OVERVIEW

CPD CERTIFICATION DETAILS

Registration & Welcome Coffee & Tea

Morning Refreshments Break

RATIONALE FOR MERGERS & ACQUISITIONS• PROMOTING SHAREHOLDER VALUE – SETTING THE STAGE!

What key strategic measures trigger board decisions to adjust the business portfolio through mergers, acquisitions and divestitures?

‘Group Exercise I’ Discussion of the strategic implications of the “GE - 9 Box Matrix” and the concept of “Cash Value Added” on corporate restructuring

• MERGERS & ACQUISITION VS. STRATEGIC ALLIANCES

When should you acquire versus forming a strategic alliance? What are the empirical characteristics of a successful strategic alliances versus a successful merger or acquisition respectively?

‘Group Exercise II’ Discussion of the key characteristics of M&A transactions vs. Joint Ventures

• CURRENT TRENDS IN M&A

What is driving deals in the region? – Inbound/Outbound – Industry Trends

• INTRODUCTION OF THE M&A LIFE-CYCLE

Gaining an overview of the three phases including a high level discussion of each step of the predeal, deal, and post deal phase. Identification and definition of the key integration factors that will assure your success

‘Group Exercise III’ Discussion of the M&A Life cycle

MERGERS & ACQUISITIONS - PREPARING A SUCCESSFUL TRANSACTION PROCESS• ADVANCED STRATEGIZING MODEL

Linking situation analysis, scenario development, strategy development and goal/criteria assessment to option evaluation

Discussion of the application of appropriate tools to support the various elements of the strategizing model – enabling re-thinkability of thoughts and corporate decisions)

• PRE DEAL IS POST DEAL – MINDSET AND PREPARATORY STEPS THAT DETERMINE YOUR SUCCESS POST DEAL

What are the five critical steps during the “Strategic Selection Phase”

Hunting for the right partnerDiscussion of sources of deals – Presentation and ‘Group Exercise II’ – identify your relevant sources

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 11:45

DAY 1


08:30 - 18:00 / 25 September 2017

PROGRAM OUTLINEIDENTIFYING STRATEGIC ACQUISITIONS



Assembling the right teamDiscussion of size and skills

Building a list and establishing a shortlist of targetsApproach to identify your best target

Profiling your targetWhich criteria are essential for pre and post acquisition success? Discussion of potential risks that could value erosion post deal? How to assess anti trust risks?

Building your M&A visionWhat will get your board to buy? What will get you to demonstrate success post deal?

‘Group Exercise IV’ – Define your key focus points of your M&A strategy based on competitive strength, focus on core, target screening, anti trust regulatory approval, sound investment case, solid relationship with target, size and frequency of acquisitions key operational and cultural issues

DEAL STRUCTURE• THE DEAL STRUCTURING PROCESS

Linking acquisition objective and organizational structure. What form of payments should you be knowledgeable about when negotiating transactions?

• DEAL STRUCTURES: ACQUISITIONS, MERGERS, JOINT VENTURES, SPIN-OFFS, SPLIT-OFFS, CARVE-OUTS AND DIVESTITURES, TARGET STOCK

Typical deal structures, implications of asset deals and stock deals in mergers & acquisitions, structural intent, choice of transaction structure, benefit-risk profile of the respective corporate event?

‘Group Exercise V’ - participants will review publicly known transactions for each

respective type and discuss the characteristics

STRATEGIC ALLIANCES – PREPARING FOR A SUCCESSFUL JOINT VENTURE• LEGAL FORMS OF STRATEGIC ALLIANCES AND JVs

Discussion of various legal forms for strategic alliances and JVs including the pro’s and con’s of such structures? (Corporation with limited liability the general and limited partnership, contractual joint ventures and co-ownerships)

• FRAMING THE INITIAL JOINT VENTURE DOCUMENTATION

What defining elements do you need to be mindful of, when forming your strategic alliances? o Discussion of the outline of the Core Joint Venture Framework o Review of the outline of Service, Patent and Know How Agreements

The discussion includes interpretation, objective, legal and financial structure, contributions, operational realities, JV-management issues, directors, control, business and marketing planning, division of earnings to name just a fraction of the critical elements

o Review of the context based on a European Arabic JV

11:45 - 12:30

13:30 - 15:00

Networking Luncheon12:30 - 13:30




‘Group Exercise VI’ - Group-case of Factiva JV Case, guided-brainstorming exercise to identify alternative structures bridging both ends of the spectrum and provide flexibility and entrepreneurial room for business success

• DEFINING THE SCOPE OF THE VENTURE

Harvard Business Case: R. IVEY School of Business University of Western Ontario – NORA-SAKARI: A proposed JV in Malaysia

‘Group Exercise VII’ – Group-case. The delegates will work in groups to prepare a draft JV agreement and strategy for presentation to the rest of the group. The desired outcome should lead to a successful closure of a JV agreement – contrary to the actual case!

ADOPTING THE RIGHT ACQUISITION HOSTILE VERSUS FRIENDLY TAKEOVERS• KEY STRATEGIC ELEMENTS AND PHASES IN TAKEOVER DEFENCE AND HOW TO COMBAT THEM

Delegates will use the case of “American Standard” to understand the timing and phases as well as critical elements in hostile deals and what can be done to combat hurdles and poison pills put in place by the defender

• PRO’S AND CON’S OF HOSTILE VERSUS FRIENDLY TAKEOVER TRANSACTIONS AND REQUIREMENTS AND FOCUS POINTS

Delegates will review the strategic impact along various dimensions such as deal team, timing, deal tactics and strategies, integration needs and value extraction

• HARVARD BUSINESS CASE: LEVERAGE RESTRUCTURING AS A TAKEOVER DEFENCE “THE CASE OF AMERICAN STANDARD”

‘Group Exercise VIII’ – Darden Graduate School of Business Administration, The University of Virginia – Delegates will use the case to understand the elements, timing phasing, deal team participants, strategic approach of hostile transactions

POST MERGER INTEGRATION SUCCESS• 8 KEY PHASES OF PRE AND POST MERGER INTEGRATION

Delegates will use the case of “American Standard” to understand the timing and phases as well as critical elements in hostile deals and what can be done to combat hurdles and poison pills put in place by the defender

• 3 KEY EVENTS OF SUCCESSFUL M&A INTEGRATIONS

Delegates will work through the reasoning, desired outcome and agenda of the 3 key events in any successful M&A integration. (Executive Alignment – Signing; Synergy Working Session – Signing to Closing; Transition Team Launch - Day One)

• 7 DEADLY SINS OF M&A INTEGRATION

Delegates will learn about the 7 key issues that need to be avoided at all times and what to put in place instead to ensure integration success

15:15 - 18:00

Afternoon Refreshments Break15:00 - 15:15





DUE DILIGENCE AND SYNERGIES – ANALYZING A TARGET COMPANY AND ITS VALUE CREATION POWER• UNDERSTANDING DUE DILIGENCE

Discussion of the due diligence process and its components

• COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSES ON A TARGET BUSINESS

What are the most critical financial metrics that need to be fully understood?

‘Group Exercise IX’ – Working Capital Analysis

• ANALYZING TRANSACTION SYNERGIES AND RISKS

Discussion of possible transaction challenges, risks, hurdles versus synergies and dis-synergies. How to identify and quantify synergies using interviews? Introducing two largely successful synergy templates used by MNCs

BUSINESS VALUATION• IDENTIFY THE KEY COMPONENTS OF THE PURCHASE PRICE FORMULA

‘Group Exercise X’ – Business valuation the simple way

• THE DIFFERENT APPROACHES USED FOR VALUATION AND THEIR DIFFERENCES

Group discussion of the valuation methodologies

‘Group Exercise XI’ – The delegates will be divided into groups, discuss and present a) the advantages and disadvantages of the discount cash flow (DCF) valuation method, b) the difference between enterprise value and equity value, c) the strengths and weaknesses of the income approach, d) when to use a market vs cost approach in valuation

• HOW WILL SPECIFIC CORPORATE SITUATIONS IMPACT VALUATION RESULTS?

How to conduct valuations of loss makers using multiples? How do restructuring costs impact valuations? How to use earn-outs in your valuation? How to incorporate LBO valuation principles into your pricing?

• HARVARD BUSINESS CASE: LEVERAGE RESTRUCTURING AS A TAKEOVER DEFENCE “THE CASE OF AMERICAN STANDARD”

‘Group Exercise XII’ – Darden Graduate School of Business Administration, The University of Virginia – Use of financial vehicles to defend a hostile take-over Group-case. The delegates will work in groups to identify the financial structure and the reasoning behind it. In addition we will discuss non financial structure elements and their applicability in a takeover defence.

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 12:30

DAY 2




08:30 - 18:00 / 26 September 2017


• REAL OPTIONS APPROACH

Discussion of the use of real options and their application in business valuation

Networking Luncheon

Afternoon Refreshments Break

Evaluation Form

TAX CONSIDERATIONS• TAX CONSIDERATIONS

What are the four key M&A tax considerations used in deal structures

TRANSACTION AGREEMENTS• KEY TRANSACTION AGREEMENTS TO MANAGE

‘Group Exercise XIII’ – What are the key agreements you need to manage in an M&A transaction? Discussion of the SPA (Sales and Purchase Agreement), NDA (Non Disclosure Agreement), NSA (No Shop Agreement), LOI (Letter of Intent), ERA (Employee Retention Agreement) (Reader: Examples of typical agreements)

RESTRUCTURING THE BALANCE SHEET: ADJUSTING CAPITAL STRUCTURE• FUNDAMENTALS OF CAPITAL STRUCTURE

Review of cost versus flexibility characteristics of financial instruments. Discussion of pro’s and con’s

• FINANCING VEHICLES / ALTERNATIVES

Review of available instruments covering a broad range from debt to equity structures including hybrid instruments

• ASSESSING THE NEED FOR A CAPITAL STRUCTURE ADJUSTMENT

Identifying typical scenarios that trigger board of directors to consider adjustments to the company’s capital structure and appropriate solutions to accomplish the objective. Solutions may include above discussed instruments but also dividends, swaps, reverse rights, etc.

FINANCING THE ACQUISITION• LINKING DEAL STRUCTURES TO FINANCING STRUCTURES

Review of typical deal structures and associated financial structures. Discussion of financing solutions such as equity issuance, leveraged acquisitions and leveraged buyouts, bridge financing deferred considerations: earn-outs, CVRs

12:30 - 13:30

14:45 - 15:00

15:00 - 15:15

13:30 - 14:45

15:15 - 16:45



Awarding Certificates & Closing of Program16:45 - 17:00


PROGRAM ESSENCE

Financial modeling is one of the most important aspects in any mergers and acquisitions. It is often the centrepiece of the entire M&A process that drives the overall valuation and sets the financial expectations in your acquisitions. Recent M&A research by Harvard suggest that 70% to 90% of acquisitions fail to meet the financial expectations of the acquirer because too often, companies pay the wrong price in their acquisitions.

In this 3-day intensive program on M&A Financial Modeling, you will learn how to construct a full merger model that incorporates sophisticated M&A concepts. With hands-on and interactive exercises, you will learn how to establish the right valuation benchmark for your acquisition, model the financial impact of your transaction – including earnings, synergies and cash flow analysis and review how to handle different acquisition financing features. In addition to equipping you with financial modeling skills, this program will explore the concepts on deal structuring, deal structures and sophisticated concepts on synergies by using largely successful synergies templates used by MNCs.

YOU MAY BE INTERESTED IN PROGRAM B

M&A FINANCIAL MODELING

DATES27 - 29 September 2017

LOCATIONCrowne Plaza Zürich

TUITION FEESEarly Bird 1 (Register & pay by 31 July 2017): CHF 2,495Early Bird 2 (Register & pay by 28 August 2017): CHF 2,695Regular Tuition Fees: CHF 2,795

For limited time only by 28 August 2017, registration for 3 participants, the 4th participant will receive a complimentary seat (one discount scheme will apply).


PROGRAM INFORMATION

FACULTY DIRECTOR

• Thomas has led some of the most successful M&A deals around the world – including Deutsche Post acquisition of Global Mail, Goodyear, Sumitomo Rubber merger, Avaya Global Connect joint venture with Tata and Albany International and Geshmay group merger

• His successful deal transactions have been selected by Harvard as part of Harvard Business School case studies on mergers and acquisitions

• Accomplished faculty leader who has taught in institutions like the KPMG Zürich University, PwC European Center of Excellence

Thomas Kessler


• Structuring the Deal - Understand how to structure an M&A deal and set up your financial model to take into account different deal structures

• Valuation - Model the value of your target utilizing different valuation methods and set the right purchase price for the acquisition

• Synergy Analysis - Value the synergies derived from the acquisition

• Financial Impact of Acquisition - Model the financial impact of your transaction, including EPS accretion/dilution, contribution analysis, pro-forma financial statements and other financial consequences

• Financing the Acquisition - Build a flexible funding structure and derive the cash flow required to finance the acquisition

• Financial Forecasting - Forecast the financials of the combined entity, understand credit issues and leverage ratios

• Strategic Planning - Perform sensitivity and scenario analysis

This highly interactive program is designed for all C-level and senior level executives (SVP, VP, MD, Director, Head) who are involved in M&A or who are in these roles or related ones: CFO, Finance, Financial Controller, Banking, Treasury, Accounting, Strategic Planning / Management, Corporate Planning / Strategy, Group Strategy, Business Planning / Analysis / Development, Private Equity / Venture Capital, Investor / Investing, Valuation

KEY BENEFITS

WHO WILL ATTEND THIS PROGRAM

Led by a faculty director who has successfully led over US$20 billion of deal transaction, Thomas Kessler’s M&A transactions have been featured by Harvard Business School as HBS case study. You will also be exposed to group discussions and engage in live case studies with other financial leaders and you will have the opportunity to establish a network with other financial leaders like yourself across multiple industries and countries.

PROGRAM BM&A FINANCIAL MODELING


This course has been independently certified as conforming to accepted CPD guidelines. On average, this executive program contributes 24 hours towards your CPD. Delegates must register at the start and close of each workshop to be awarded a certificate of completion.

In an increasingly globalized world, M&As are essential mechanisms of shareholder value enhancement. M&A is facilitating access to new markets, capacities and technologies, as well as enabling organizations to focus on core competencies. Well-planned and strategic M&As are transforming a number of corporations into global or regional powerhouses and enabling unprecedented growth beyond geographical market limitations. As financial modeling in M&A is often the centrepiece of the entire M&A process, it is crucial that you and your organization have the right capabilities to develop a full merger model that takes into account all aspects of your M&A strategy.

In this 3-day intensive program on M&A Financial Modeling, you will learn how to construct a full merger model that incorporates sophisticated M&A concepts. With hands-on and interactive exercises, you will learn how to establish the right valuation benchmark for your acquisition, model the financial impact of your transaction – including earnings, synergies and cash flow analysis and review how to handle different acquisition financing features. In addition to equipping you with financial modeling skills, this program will explore the concepts on deal structuring, deal structures and sophisticated concepts on synergies by using largely successful synergies templates used by MNCs.

This executive program is launched concurrently with Identifying Strategic Acquisitions and Structuring Successful M&A Deals. As both programs are designed to help you establish the right M&A capabilities for your organization, you are encouraged to send in multiple participants to these two highly popular M&A programs. Organizations who participate in both programs will receive additional discount – please enquire for further details.

OVERVIEW

CPD CERTIFICATION DETAILS

PROGRAM OVERVIEWM&A FINANCIAL MODELING



RATIONALE FOR MERGERS & ACQUISITIONS• MERGERS & ACQUISITION VS. STRATEGIC ALLIANCES

When should you acquire versus forming a strategic alliance? What are the empirical characteristics of successful strategic alliances versus a successful merger or acquisition respectively?

‘Group Exercise I’ Discussion of the key characteristics of M&A transactions vs. Joint Ventures

• CURRENT TRENDS IN M&A

What is driving deals in the region? – Inbound/Outbound – Industry Trends.

• INTRODUCTION OF THE M&A LIFE-CYCLE

Gaining an overview of the three phases including a high level discussion of each step of the pre deal, deal, and post deal phase. Identification and definition of the key integration factors that will assure your success

‘Group Exercise II’ Discussion of the M&A Life cycle

DEAL STRUCTURE• THE DEAL STRUCTURING PROCESS

Linking acquisition objective and organizational structure. What form of payments should you be knowledgeable about when negotiating transactions?

• DEAL STRUCTURES: ACQUISITIONS, MERGERS, JOINT VENTURES, SPIN-OFFS, SPLIT-OFFS, CARVE-OUTS AND DIVESTITURES, TARGET STOCK

Typical deal structures, implications of asset deals and stock deals in mergers & acquisitions, structural intent, choice of transaction structure, benefit-risk profile of the respective corporate event?

‘Group Exercise III’ – participants will review publicly known transactions for each respective type and discuss the characteristics

MERGERS & ACQUISITIONS MODELING – P&L, Initial valuation, synergies• INTRODUCTION

How to model your M&A transaction? Delegates will be working through all key steps to accomplish a merger model. The group work guides delegates through modeling topics as well as a M&A transaction

08:30 - 09:00

10:15 - 10:30

09:00 - 10:15

10:30 - 12:30

DAY 1


PROGRAM OUTLINEM&A Financial Modeling

08:30 - 18:00 / 27 September 2017

SYNERGIES• ANALYZING TRANSACTION SYNERGIES AND RISKS

Discussion of possible transaction challenges, risks, hurdles versus synergies and dis-synergies. How to identify and quantify synergies using interviews? Introducing two largely successful synergy templates used by MNCs

• APPLY THE SYNERGY CONCEPT IN OUR CASE

Delegates will identify synergies (revenue, operating, capex), model them and apply them in our model to demonstrate the impact on the target/combined case

‘Group Exercise VII’ Modeling of the synergies and their impact

o STEP 3: IDENTIFY SYNERGISTIC VALUE BUILD INTO THE DEAL (REVENUE, COST, CAPEX) o STEP 4: USE BUYER P&L, TARGET P&L AND SYNERGY CASE TO BUILD o STEP 5: PRO-FORMA INCOME STATEMENT FOR THE COMBINED GROUP


• COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSIS ON A TARGET BUSINESS

What are the most critical financial metrics that need to be fully understood?

‘Group Exercise IV’ Modeling and Review of the P&L

o STEP 1: REVIEW TARGET’S HISTORICAL AND PROJECTED P&L, ADJUST IF NECESSARY

BUSINESS VALUATION• IDENTIFY THE KEY COMPONENTS OF THE PURCHASE PRICE FORMULA

‘Group Exercise V’ – Business valuation the simple way

• THE DIFFERENT APPROACHES USED FOR VALUATION AND THEIR DIFFERENCES

Group discussion of the valuation methodologies

‘Group Exercise VI’ – Delegates will discuss a) the advantages and disadvantages of the discount cash flow (DCF) valuation method, b) the difference between enterprise value and equity value, c) the strengths and weaknesses of the income approach, d) when to use a market vs cost approach in valuation

• MODELING THE INITIAL VALUE OF THE TARGET VALUATION

Delegates will discuss the treasury method towards calculating the fully dilutive number of shares / the ITM (in-the-money) convertible shares to. In addition we will define the high level deal assumptions and apply the valuation methodologies using our case

o STEP 2: VALUE TARGET COMPANY (DCF VS. MULTIPLES)

� STEP 2.1: TREASURY METHOD TOWARDS CALCULATING THE FULLY DILUTIVE � NUMBER OF SHARES � STEP 2.2: CALCULATE IN-THE-MONEY CONVERTIBLE SHARES � STEP 2.3: DEFINE ENTERPRISE VALUE � STEP 2.4: DEFINING THE DEAL ASSUMPTIONS � STEP 2.5: VALUING THE TARGET USING DCF AND MULTIPLES

13:30 - 14:45

Networking Luncheon12:30 - 13:30

15:00 - 18:00

Afternoon Refreshments Break14:45 - 15:00

PROGRAM OUTLINEM&A FINANCIAL MODELING



MERGERS & ACQUISITIONS MODELING – CASH FLOW AND B/S STEPS• COMPLETING CORE WORKING CAPITAL ANALYSIS ON A TARGET BUSINESS

What are the most important steps in the working capital analysis?

‘Group Exercise VIII’ – Working Capital Analysis and transfer into our case model

o STEP 6: BUILD THE WORKING CAPITAL SCHEDULE (BASIS SALES/COGS)

• COMPLETING CORE FINANCIAL AND OPERATIONAL ANALYSIS ON THE BALANCE SHEET OF A TARGET BUSINESS

Discussion of the quality of asset and liability positions and most important net assets, net debt and debt like assets?

‘Group Exercise IX’ – Net Debt Analysis and application in our case model

o STEP 7: REVIEW TARGET’S HISTORICAL (LTM) B/S AND BUILD PROJECTED B/S, ADJUST FOR CAPEX SYNERGIES, AND RESTRUCTURING INITIATIVES

o STEP 8: DEVELOP A DEPRECIATION SCHEDULE FOR FIXED ASSETS (ADDITIONAL INFORMATION NEED TO BE ENTERED FOLLOWING THE PURCHASE PRICE ALLOCATION)

o STEP 9: DEVELOP AN INTANGIBLE ASSET AMORTIZATION SCHEDULE

MERGERS & ACQUISITIONS MODELING – CASH FLOW AND B/S STEPS• COMPLETING CORE CASH FLOW ANALYSIS ON A TARGET BUSINESS

What are the most important steps in the cash flow analysis? Analysis of the cash conversion rate, e.g. bridging EBIDA and Free Cash Flow?

‘Group Exercise X’ – Application in our case model

o STEP 10: BUILD THE INITIAL CASH FLOW STATEMENT (AS MUCH AS POSSIBLE AT THIS STAGE)

MERGERS & ACQUISITIONS MODELING – PRICING, FINANCING• COMPLETING CORE CASH FLOW ANALYSIS ON A TARGET BUSINESS

‘Group Exercise XI’ – Development of a pricing understanding in our case model

o STEP 11: DEFINE A ROUGH PRICE ASSUMPTION BASED ON THE INITIAL VALUATION o STEP 12: DEFINE THE POTENTIAL RANGE OF A CONTROL PREMIUM INCLUDING

IMPACT OF ITM STOCK OPTIONS, ITM CONVERTIBLES.

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 12:30

DAY 2



08:30 - 18:00 / 28 September 2017


Networking Luncheon


MERGERS & ACQUISITIONS MODELING – PRICING, FINANCING• DELEGATES WILL REVIEW THE MOST IMPORTANT CONCEPTS THAT INFLUENCE PRICING

AND FINANCING OF A TRANSACTION

‘Group Exercise XII’ – Application in our case model

• FUNDAMENTALS OF CAPITAL STRUCTURE

Review of cost versus flexibility characteristics of financial instruments. Discussion of pro’s and con’s

• FINANCING VEHICLES / ALTERNATIVES

Review of available instruments covering a broad range from debt to equity structures including hybrid instruments

• LINKING DEAL STRUCTURES TO FINANCING STRUCTURES

Review of typical deal structures and associated financial structures. Discussion of financing solutions such as equity issuance, leveraged acquisitions and leveraged buyouts, bridge financing deferred considerations: earn-outs, CVRs

o STEP 13: FINANCING OF THE TRANSACTION - PREPARE INITIAL FINANCIAL STRUCTURE

MERGERS & ACQUISITIONS MODELING – PRICING, FINANCINGGroup Exercise XIII’ – Developing the financing structure and application in our case model.

o STEP 14: DEVELOP INITIAL FEES, PROCEEDS, INTEREST RATES AND AMORTIZATION SCHEDULES AND DEFINE A MINIMUM CASH BALANCE

� ESTABLISH FINANCIAL INSTRUMENT OVERVIEW (COST AND TIMING) � DEFINE MINIMUM CASH BALANCE (RULE OF THUMB 2-10% OF SALES)

o STEP 15: DEVELOP AN INTEREST RATE OVERVIEW BY YEAR o STEP 16: BUILD A DEBT SCHEDULE o STEP 17: BUILD AN AMORTIZATION SCHEDULE FOR CAPITALIZED FINANCING COST

12:30 - 13:30

15:00 - 15:15

13:30 - 15:00

15:15 - 18:00





MERGERS & ACQUISITIONS MODELING – PPA• TAX CONSIDERATIONS

What are the four key M&A tax considerations used in deal structures. Delegates will review the Link between deal structures

‘Group Exercise XIV’ - Delegates will model the Purchase Price Allocation (PPA) and its impact if the M&A transaction is an asset deal or stock deal transaction

o STEP 18: CONDUCT A PURCHASE PRICE ALLOCATION o STEP 19: ASSESS BOOK AND TAX STEP UP OF ASSETS PURCHASED - IN CASE OF AN

ASSET DEAL

MERGERS & ACQUISITIONS MODELING – PPA‘Group Exercise XV’ - Delegates will continue to model the impact of the Purchase Price Allocation (PPA)

o STEP 20: ASSESS BOOK STEP UP OF ASSETS PURCHASED IN CASE OF AN EQUITY DEAL o STEP 21: ASSOCIATE PURCHASE PRICE ALLOCATION EFFECTS TO CONSOLIDATED B/S o STEP 22: BUILD THE BALANCE SHEET POST PPA o STEP 23: DEVELOP AND EXPAND TAX SCHEDULE

08:30 - 09:00

10:30 - 10:45

09:00 - 10:30

10:45 - 12:30

DAY 3

Networking Luncheon


Evaluation Form

MERGERS & ACQUISITIONS MODELING – TRANSACTION FINANCIALS• TRANSACTION FINANCIALS

‘Group Exercise XVI’ - Delegates will complete the financial modeling for the P&L and Balance sheet post deal including a cash analysis needed to support the financing structure used

o STEP 24: PROJECTED P&L POST DEAL o STEP 25: BUILD THE TRANSACTION BALANCE SHEET o STEP 26: IDENTIFY HOW MUCH CASH IS GENERATED TO REFINANCE TRANSACTION

12:30 - 13:30

14:45 - 15:00

15:00 - 15:15

13:30 - 14:45


08:30 - 18:00 / 29 September 2017


AWARDING CERTIFICATES & CLOSING OF PROGRAM

MERGERS & ACQUISITIONS MODELING – TRANSACTION FINANCIALS‘Group Exercise XVII’ – Developing the review and model the returns from the transaction, compare against the hurdle rate for transactions and reflect on the price ranges for the transaction

o STEP 27: REVIEW IF THE RETURNS BASED ON EQUITY VALUE IMPROVEMENT MEET FIRMS HURDLE RATE AND MAXIMUM PRICING/VALUATION FOR THE TRANSACTION

‘Group Exercise XVIII’ – In closing the transaction modeling delegates will review the impact of the transaction on EPS

o STEP 28: PRESENTATION OF TRANSACTION IMPACT ON EPS ACCRETION / DILUTION

16:45 - 17:00

15:15 – 16:45


PARTICIPATING COMPANIESMore than 5,000 companies have participated in our programs

ADVERTISING, INTERNET, MEDIA, PUBLISHINGBBC WorldwideCNNeBayLinkedInMediaCorpSaatchi & SaatchiSingapore Press HoldingsThe Financial Times The Hoffman AgencyThe Walt Disney CompanyThomson Reuters

CONGLOMERATEFraser & NeaveGeneral ElectricGeneral MotorsMitsubishi MonsantoSiemens AGSodexo

FINANCIAL SERVICES, INSURANCEBank of America Merrill Lynch AIAAllianz Global InvestorsAmerican ExpressAvivaAXABarclays BankCitibankDBS BankDeutsche BankHSBCJP Morgan Chase BankManulifeMasterCardMaybankMizuho BankOCBC BankPayPalPrudentialRabobankStandard Chartered BankSuncorpSwiss ReinsuranceTD SecuritiesVisaWestpacZurich Insurance

FOOD, BEVERAGECoca-Cola BeveragesDanoneFerreroHeinekenMcDonaldPepsiCo


GOVERNMENT, NONPROFITAustralian Securities and Investments CommissionCentral Provident Fund BoardChangi Airport GroupEconomic Development BoardGICNSW TreasurySercoTemasek Group

HEALTHCARE, PHARMACEUTICALSAbbott LaboratoriesEu Yan SangGlaxosmithklineHoffmann-La RocheJohnson & JohnsonMerckPfizerSanofi

HOSPITALITYCapitaLandFar East OrganizationFrasers HospitalityHilton WorldwideMarriott HotelsPan Pacific Hotels GroupShangri-La Hotels & Resorts

MANUFACTURING (CONSUMER)British American Tobacco Estee LauderFonterra BrandsHeinekenKimberly-ClarkKraft FoodsLegoMars Foods NestléProcter & Gamble Unilever

MANUFACTURING (INDUSTRIAL)AirbusCorning Optical CommunicationsDaimler Harley DavidsonIntel SemiconductorRolls-RoyceVolvo GroupWearnes Automotive

OIL & GAS, NATURAL RESOURCESCaltexChevronConocoPhillipsExxonMobilMaersk

PetronasSantosSaudi Arabian OilSchlumbergerShell

PROFESSIONAL SERVICESAECOMAon HewittErnst & YoungPricewaterhouseCoopers

RETAIL, TRADEAdidasCargillDFSHarvey NormanHennes & MauritzIKEAL’OrealMarks and Spencer NTUC FairpriceTesco

TECHNOLOGY, ELECTRONICS3MAppleCanonDellHewlett PackardIntel TechnologyLenovoMicron TechnologyMicrosoftOracleSAPSony ElectronicsTE Connectivity

TELECOMMUNICATIONSEricssonNokiaOlive Communications SingtelStarhubTata CommunicationsTelstraVerizonVodafone TRANSPORTATIONAuckland TransportCathay Pacific AirwaysDubai Air Navigation ServicesNew Zealand Transport AgencyFiji AirwaysMetro Trains MelbourneNSW TrainsSBS Transit

FACULTY DIRECTORTHOMAS KESSLER’S TESTIMONIALS

Thomas Kessler’s enthusiastic participation in all of our training was excellent. I have no doubt that it would not have been that success without his presence. Both of his expertise and personal attitude have made a great impact towardsdelegate’s expectations.

This is one of the best courses I have attended. Very comprehensive and detailed in coverage.

SVPTriQuint International Pte Ltd

Find more Thomas Kessler’s testimonials here:http://www.claridenglobal.com/download/Thomas_Kessler_Testimonials.pdf

VP and MDTriQuint International Pte Ltd

“

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IN-HOUSECUSTOM

EXECUTIVEPROGRAMS

Clariden Global delivers custom learning programs for organizations all around the world. Whatever your business challenges are, we create focused learning experience that enables your organization to achieve success. Through partnerships with the most renowned thought leaders, industry experts and professors from around the world, these in-house custom executive programs will equip you with essential skills and capabilities to develop and implement strategies more effectively at your organization.

Engage with our thought leader today:

Accomplished faculty leader in universities and institutions globally such as the KPMG, Zürich University PWC European Center of Excellence and Ericsson Training Center with over 19 years of M&A experience

Thomas Kessler

CONTACT US


CONTACT US


We encourage you to learn more about Clariden Global Executive Education custom and open-enrollment programs. Our staff will be happy to answer your questions and help you determine the programs work best for you and your organization.

ENQUIRY FOR THIS PROGRAMKaren WoodEmail: [email protected]: +44 (0) 20 7129 1222

SINGAPOREEmail: [email protected]: +65 6899 5030Fax: +65 6567 4328Address: Clariden Global Pte Ltd 3 International Business Park #04-29 Nordic European Centre Singapore 609927

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AUSTRALIAEmail: [email protected]: +61 3 9909 7310Fax: +61 3 9909 7788Address: Clariden Global Pty Ltd 530 Little Collins Street, Level 1 Melbourne VIC 3000, Australia

CUSTOMIZED PROGRAMSKaren WoodEmail: [email protected]: +44 (0) 20 7129 1222

REGISTRATION & PAYMENT MATTERSEmail: [email protected]: +44 (0) 20 7129 1222

Crowne Plaza Zürich


Badenerstrasse 420, 8040 Zürich, Switzerland

+41 44 404 44 44

https://www.ihg.com/crowneplaza/hotels/us/en/zurich/zrhha/hoteldetail

Email: [email protected]

Fax: +44 (0) 84 3218 0413

Call: +44 (0) 20 7129 1222

Website: www.claridenglobal.com

By Cheque/ Bank Draft

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Group discount of 10% for the 2nd participant from the same organization. For limited time only by 28 August 2017 register 3 participants and the 4th participant will receive a complimentary seat.*One discount scheme applies.

An invoice and registration confirmation will be sent within 7 days, please contact us if you have not heard from us within 7 days. Payment details will be sent together with the invoice based on your preferred payment method.

ALL PAYMENTS MUST BE RECEIVED IN ADVANCE OF THE EVENT.

Accommodation is not included in the program fee but you will be entitled to use our corporate rate for your accommodation. Information will be sent along with your registration confirmation.

Once we have received your booking, the place(s) are confirmed. No refunds will be made for any cancellations, however, program credits of equivalent value only applicable for Clariden Global events will be provided. Credits can only be redeemed for 1 program and is valid for only one (1) year from date of issue.

Substitution with a qualified candidate is allowed by providing at least 5 working days of advance notice to Clariden Global. One time substitution is allowed with no charges. Subsequent substitutions will be charged 10% admin fee.

PLEASE NOTE: Clariden Global International Limited reserves the right to change the content and timing of the programme, the speakers and the date and venue due to reasons beyond their control. If in the unlikely event that the course is cancelled, Clariden Global International Limited will refund the full amount and disclaim any further liability.

PRIVATE DISCLOSURE STATEMENT: Any information provided by you in relation to this event is being collected by Clariden Global International Limited and will be held in the strictest confidence. It will be added to our database for the primary purpose of providing you with information about future events and services.

REGISTRATION

Booking Contact (Approving Manager) Mr/Mrs/Ms:___________________Job Title:____________________ Department:____________________Telephone:_______________________ Fax:_______________________Email:______________________________________________________Organization:_______________________________________________Address:________________________________________________________________________________________Postal Code:____________

I would like to receive more information on hotel accommodation using Clariden Global coporate rate.

Please register the following participant for this seminar.(Please tick to select your seminar(s). You may tick more than one.)

Program A (25 - 26 September): Identifying Strategic Acquisitions and

Structuring Successful M&A Deals

Program B (27 - 29 September): M&A Financial Modeling

CHF 2,495

CHF 2,495

CHF 2,695

CHF 2,695

CHF 2,795

CHF 2,795

PROGRAM FEES

1st Participant Name (Mr/Mrs/Ms):_________________________________Job Title:___________________ Department:__________________________Telephone:_________________________ Fax:_________________________Email:_________________________________ Date of Birth:______________

2nd Participant Name (Mr/Mrs/Ms):_________________________________Job Title:___________________ Department:__________________________Telephone:_________________________ Fax:_________________________Email:_________________________________ Date of Birth:______________

3rd Participant Name (Mr/Mrs/Ms):_________________________________Job Title:___________________ Department:__________________________Telephone:_________________________ Fax:_________________________Email:_________________________________ Date of Birth:______________

4th Participant Name (Mr/Mrs/Ms):_________________________________Job Title:___________________ Department:__________________________Telephone:_________________________ Fax:_________________________Email:_________________________________ Date of Birth:______________

Seminar(s): Program A Program B□ □




FEE RECEIVED REFERENCE L7242_7243/BY/KC

C L A R I D E N

Program

1st Early Bird Fee(If payment &

registrations are received by 31 Jul 2017)

2nd Early Bird Fee(If payment &

registrations are received by 28 Aug 2017)

Regular Fee Per Participant

4 WAYS TO REGISTER 3 PAYMENT METHODS

VENUE AND ACCOMMODATION INFORMATION

CANCELLATIONS AND SUBSTITUTIONS*All cancellations must be received in written form.

GROUP DISCOUNTS

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new mergers & acquisitions week - clariden global · 2017. 6. 20. · mergers and acquisitions...

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