Mergers and acquisitions course

SPECIAL OFFER PRICE FOR ICAS MEMBERS: £987 + VAT

Non-member price: £1,290 + VAT

Timing: 9.30am-5.15pm on both days

Overview

This two-day course examines the main processes and issues involved in acquisitions and disposals of UK companies.

Who should attend

This course is designed for those who are involved in buying or selling public or private companies, whether as principals or as advisers. Delegates should have an understanding of corporate financial statements but no prior M&A experience is required.

What you will learn

• Rationale for acquisitions and disposals
  • Commercial justification
  • Financial justification
• Disposals – initiating the sale process
  • Alternative disposal methods
  • Identifying and short-listing purchasers
  • Approaching potential purchasers
• Disposals – the auction process
  • No-names teasers
  • Confidentiality undertakings
  • The information memorandum
  • Inviting and evaluating offers
• Acquisitions - identification and evaluation
  • Identifying potential acquisition targets
  • Initial evaluation of targets
  • Approaching the target: considerations and best practice
• Public deals
  • Transaction process overview
  • Outline of regulatory issues
  • Defence and attack strategies
• Due diligence
  • Scope of due diligence
  • Vendor due diligence and data rooms
  • Purchaser due diligence
• Legal documentation
  • Heads of agreement
  • Break clauses and exclusivity agreements
  • Sale and purchase agreement
    • Warranties, indemnities, representations and disclosures
    • Conditions precedent and subsequent
• Deal structuring
  • Buying and selling assets vs shares
  • Cash, loan stock, shares and alternatives as consideration
  • Earn-outs, options and deferred consideration
  • Tax considerations for the vendor and purchaser
• Raising the finance
  • Sources of finance
  • Senior, mezzanine and other debt
  • Ordinary, preference and other share capital
  • Share swaps
  • Rights issues, placings and vendor placings
  • Options and warrants
  • Determining an appropriate deal structure: practical and market considerations

Questions?

BPP | Tel: 0330 060 3303 | Email: ldicas@bpp.com